These General Terms & Conditions (“GTC”) for Services and Software license licensed by Crosser Technologies AB and its subsidiaries, or, as the context so applies, any of them ("Crosser"), is made between Crosser and the contracting party identified on the Order Form (“Customer”), together referred to as the “Parties” and each individually as a “Party”. The Parties hereby agree to the terms and conditions of these GTC, including any specific services terms, product details and any applicable license and/or subscription terms set forth in applicable Order Forms and are incorporated into this GTC upon execution of an Order Form.
Each Order Form is governed by and incorporates the following documents in effect as of the effective date of the applicable Order Form, collectively referred to as the “Agreement” that consists of the following documents which, in case of any contradictions, take precedence in the following order;
(i) Terms Acceptance Procedure
(ii) Crosser’s Order Form
(iii) These Crosser’s General Terms & Conditions
“Consultancy Services” means Crosser’s professional services, such as preparation and execution of pre-implementation workshops, installation and configuration services, or user training.
“Crosser’s General Terms” mean these General Terms & Conditions for Services and Software Licenses which apply to the use and handling of Crosser Products.
“Current Release” means the latest official version of Software, as signified by an increase in the first or second part of the Version Number x.y.z as compared to the previous version of the Software. Any increase in the x or y parts of the Version Number signifies a new version of the Software.
"Customer" means a company, entity or person entering into an agreement with Crosser regarding licensing of Software.
"Customer Data" means all electronic data or information from Customer, processed within the Products.
“Documentation” means guides, manuals, Service and Software descriptions and other written materials regarding the Products, whether in printed or on-line format.
“Error" means any defect, malfunction or deficiency which causes an incorrect or inadequate functioning or any material deviation from a Service or Software Specification.
“Fees” Services Fees and License Fees jointly.
“Intellectual Property Rights” means all Crosser’s present and future inventions, patent applications, patents, copyright, confidential information, database rights, rights in designs, know-how, mask works, trademarks, service marks, trade and business names, domain names, trade secrets and any other similar rights in any country, whether registered or not and including all applications for such rights, throughout the world including all extensions and renewals.
“License Fee” means the applicable fee to be paid by Customer for Crosser Software.
“License and Subscription Term” means the Initial Period and any subsequent Renewal Periods
“Order or Order Form” means the ordering document or online order for Customer's purchases specifying the Products or to be provided hereunder that is entered into between Customer and Crosser or any of their Affiliates, including any addenda and supplements hereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Order Start Date” means the start date of the applicable Order Form as defined in that Order Form.
"Products" means any Crosser Service and Software jointly.
“Results” mean the results that a Product generates after/when processing the Customer Data.
"Service" means any Crosser service or product, such as Crosser Cloud, including Crosser Flow Studio, Crosser Edge Director, Crosser Hosted Flows or any other current or future offerings that are delivered as a cloud/web or hosted service.
“Service Fee” means the applicable fee to be paid by Customer for each Crosser Service.
“Software” means the executable versions of the software programs owned, distributed or
licensed by Crosser included in Software (and any part of them) which are to be supplied by Crosser to Customer and for which Customer is granted a limited license under the applicable Terms Acceptance Procedure. Software shall include all Updates from time to time, the media upon which such software is delivered (if any) to Customer and the related Documentation.
“Standard Support” means Crosser’s standard support and maintenance services which are included in the Fees.
“Terms Acceptance Procedure” means the click-wrap-license and acceptance of user terms procedure for users of Crosser Products when Customer or other user log in on Crosser Cloud for the first time.
“Updates” means a subsequent update to the Software that is made generally available to Crosser’s Customers as part of Crosser’s General Terms without extra charge for the Customer.
2. Service and Provisioning of Services
2.1 Crosser shall make the Service available to Customer pursuant to the Order Form and other
Agreement documents. The Customer Data will be processed within the Service provided by
Crosser and the Results will be delivered to Customer in the format applicable for the
2.2 The content of the Service, limitations of the Service and the types of Results generated are
described in the applicable service descriptions in the Order Form or as otherwise provided by Crosser. Crosser may at its sole discretion modify the features of the Service from time to
time without prior notice.
2.3 Crosser’s Services are offered based on an assumption of 99.5 % average availability, based
on an annual Service time of 24/365. The availability assumption does not cover downtime
caused by planned maintenance windows, disturbance in availability caused by Customer or by force majeure events as described in section 14.8 below.
2.4 The Service is dependent on the processing of Customer Data. Such data shall be provided by Customer.
2.5 Without Crosser’s prior written approval and subject to paying the applicable Service Fees,
Customer may solely use the Service for the Customer’s own business and for the Customer Data and may not forward the Service or allow others to exercise the Service.
3. The Software and licensing of the Software
3.1 All Software licensed under the Agreement includes and requires a license granted by Crosser within the applicable Terms Acceptance Procedure, and requires the Customer to download and install the Software in Customer’s premises within Customer’s infrastructure. Crosser grants to Customer a limited right to use the Software. The terms of the license for the Software are exclusively governed by the applicable Terms Acceptance Procedure.
3.2 The features and limitations of each Software, and the types of Results generated, are described in the Documentation or otherwise provided by Crosser. Crosser may at its sole discretion modify the features of Software from time to time without prior notice.
3.3 Software Updates are included in the License Fees.
3.4 Without Crosser’s prior written approval and subject to paying the applicable License Fees, Customer may solely use the Software for the Customer’s own business and Customer Data and may not sublicense the Software or allow others to exercise the Software.
4. Support and Consultancy Services
4.1 Crosser offers Standard Support for each Product. The Standard Support is included in the Fees.
4.2 Standard Support consists of assistance in correction of Errors in a Product or any issue that is not covered by manuals or installation guides or other Documentation. Crosser reserves the right to charge for support that is deemed not to be Standard Support. Such support shall be considered and charged as Advanced Product Support. In case Customer files questions or requests assistance that Crosser considers not to be Standard Support, Crosser shall inform Customer about this and about Crosser’s applicable charges for Advanced Product Support, prior to starting to provide such Advanced Product Support after Customer’s written approval.
4.3 Standard Support is offered on the Current Release of a Software and the preceding Release (Current Release - 1). If Customer runs an older version of the Software (Current Release - 2 or older), Crosser may require Customer to upgrade the Software to a supported version prior to offering Standard Support. If Customer fails to upgrade the Software to a supported version, Crosser has the right not to provide Standard Support, or to classify the Support as “Advanced Product Support” as specified in section 4.5 below.
4.4 Crosser’s Standard Support is provided by the Crosser Support Portal or by email.
4.5 Support in addition to the Standard Support may be offered and provided by Crosser as “Advanced Product Support” to applicable fees. These Crosser’s General Terms apply to any Crosser support.
4.6 Crosser offers several Consultancy Services from time to time upon payment of applicable fees. These Crosser’s General Terms apply to the purchase and delivery of such Consultancy Services.
5. Handling of Customer Data, Data Protection etc.
5.1 Crosser shall treat Customer Data as confidential and not disclose any Customer Data to
any third party. The Customer Data shall be kept separated from any other Crosser
customers’ customer data and to Crosser’s own activities or business. Crosser may not
use Customer Data for any purposes other than the performance of the Products, support or any
additional services. Crosser is responsible for backups etc. of any Customer Data handled
and Results generated by Crosser. Also see section 10.5 below.
5.2 Crosser shall to the extent the Customer Data comprise “personal data” within the meaning
of GDPR and any other applicable data protection laws and regulations, and in respect of which it is hereby acknowledged that Crosser is acting as data processor only:
(i) process the Customer Data in accordance with the Agreement and the Customer’s
(ii) take appropriate technical, organizational and security measures against unauthorized
access to or unauthorized alteration, disclosure, destruction or loss of Customer Data or
the Results; and
(iii) take reasonable steps to ensure that employees or service providers used by Crosser to provide the Service are aware of and are suitably trained in such technical, organizational and security measures.
5.3 Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,
and appropriateness of all Customer Data and shall ensure that all instructions given by it to
Crosser in respect of the Customer Data will be in compliance with applicable data
protection laws and regulations.
5.4 Customer is responsible for backups etc. of any Customer Data handled and Results generated by Customer related to the use of Software.
6. The use of Third-Party Apps and Products
6.1. The Service supports integrations and other connections to certain non-Crosser services. If a Customer chooses to use a non-Crosser service with the Service, in doing so, the Customer hereby grants to Crosser permission to interoperate with the non-Crosser service. Such acquisition and use of non-Crosser services is governed solely by the terms of the relationship between Customer and the provider of the non-Crosser services.
6.2. The Products may allow you to access or acquire software, services, websites, links, content, material, integrations, bots or applications from independent third parties (companies or people who aren’t Crosser) (jointly "Third-Party Apps and Products"). Crosser’s Products also help Customer find, make requests to, or interact with Third-Party Apps and Products or allow Customer to share Customer Data, and Customer confirms that it understands that Customer are directing Crosser Products to provide Third-Party Apps and Products to Customer. The Third-Party Apps and Products may also allow Customer to store Customer Data with a publisher, provider or operator of the Third-Party Apps and Products.
6.3 Although you may be able to connect to or otherwise access Third-Party Apps and Products and other non-Crosser services or other non-Crosser material through the Products, you acknowledge and agree that: (a) Crosser does not control and is not responsible for any non-Crosser material; (b) Crosser has no liability with respect to any use of non-Crosser material; (c) you are responsible for complying with any licenses and other terms applicable to the non-Crosser material; (d) Customer agrees to assume all risk and liability arising from Customer’s use of the Third-Party Apps and Products and other non-Crosser materials and that Crosser is not responsible for any issues arising out of Customer’s use of them; and (e) Crosser is not responsible or liable to Customer’s or any third parties for information or services provided by any Third-Party Apps and Products.
6.4 Any use or changes to Third-Party Apps and Products or any other non-Crosser material, including their availability or unavailability, during the License & Subscription Term does not affect your obligations under this Agreement and Customer is solely responsible for any Customer and third-party damage and claims arising from such use.
7. Fees and Payment
7.1 Customer undertakes to pay Crosser the applicable Fees and/or any Advanced Product Support and Consultancy Services, ordered and/or consumed during the term of the Agreement.
7.2 The Fees are based on the pricing parameters etc. set forth in the Order Form.
7.3 Prepaid Fees are not refunded (and may not be transferred to the following period).
7.4 Crosser may for any Renewal Period without written notice adjust the Fees in accordance with the changes in the Consumption Price Index (or equivalent), in the country where the Customer has its principal place of business, during the same period plus three per cent (3 %). Adjustment of fees according to this clause can not be performed more than one (1) time per calendar year, even if the Initial Period or Renewal Period is shorter than 12 months.
7.5 Crosser may instead of an adjustment in accordance with Section 7.4, make other adjustments of the Fees, by giving the Customer written notice, such as by email, at the latest four (4) months prior to each Renewal Period.
7.6 The Fees shall be paid in advance per calculation period, and the first installment is invoiced at the Order Start Date. Payment is due according to the terms specified in section 7.8 below unless otherwise agreed between the parties. All prices are exclusive of, and Customer will pay, value added tax and any other relevant taxes or public fees.
7.7 Except as otherwise agreed in a specific Order, (i) fees are quoted and payable in the currency stated in the Agreement (ii) fees are based on the principles stated in the Agreement, (iii) payment obligations are non-cancelable and fees paid are non-refundable.
7.8 Except as otherwise agreed charges are due 30 days net from the invoice date.
7.9 Any payment not received from Customer by the due date (except with respect to charges then under reasonable and good faith dispute) shall accrue interest from the due date until the date payment is made at a rate equal to one point five (1.5) per cent per month or at the maximum rate permitted by law in the country where the Customer has its principal place of business.
7.10 If Customer's account is 30 days or more overdue (except with respect to charges then under
reasonable and good faith dispute), Crosser reserves the rights, in addition to any of its other rights or remedies, to suspend the Service provided to Customer, without liability to Crosser,
until such amounts are paid in full, on the condition that Crosser has notified Customer in
writing prior to such suspension.
7.11 If Customer issues a purchase order, then it shall be for the full amount set forth in the applicable Order Form, and Crosser hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by Customer, and conditions assent solely based on the terms and conditions of the Agreement as offered by Crosser. Upon request, Crosser shall reference the purchase order number on its invoices, provided, however, that Customer acknowledges that it is Customer’s responsibility to provide the corresponding purchase order information (including a purchase order number) to Crosser upon the signing of any Order Form. Customer agrees that a failure to provide Crosser with the corresponding purchase order shall not relieve Customer of its obligations to provide payment to Crosser.
8. Proprietary Rights
8.1 Subject to the limited rights expressly granted hereunder, Crosser and its licensors reserves all rights, title and interest in and to the Products, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. The rights and obligations in relation to the Software are exclusively governed by the applicable Terms Acceptance Procedure.
8.2 As between Crosser and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data and Results. However, Crosser has the right to use the Results for its own internal work and statistics and to maintain, evaluate, develop and improve the Services, the Software or the Support. For these purposes Crosser may include the Results in Crosser’s own databases. Crosser may additionally, in aggregate form only, not attributable to you, use Customer Data for research and marketing purposes.
8.3 Crosser may use Customer’s company name and/or trademark/s in Crosser’s marketing and promotional activities, such as press releases and webpage, newsletters etc.
8.4 License by Customer to Use Feedback. Customer grants to Crosser and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Crosser or its Affiliates’ services.
9.1 As used herein, "Confidential Information" means all confidential information of a party
("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in
writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of the Agreement (including pricing and other terms reflected in all Orders hereunder, business and marketing plans, technology and technical information, product designs, and business processes). Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
9.2 The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, except with the Disclosing Party's prior written permission.
9.3 Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care).
9.4 If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
10. Warranties and Disclaimers
10.1 Each party represents and warrants that it has the legal power to enter into the Agreement.
10.2 Crosser represents and warrants that the Services, Software, Consultancy Services and Support provided by Crosser shall be (i) performed in a professional and workmanlike manner in accordance with generally accepted practice in the industry and pursuant to the provisions of the Agreement and appendices hereto and (ii) performed in accordance with applicable law.
10.3 Besides the general warranty in Section 10.2, the warranty for the Software are exclusively governed by the applicable Terms Acceptance Procedure.
10.4 Except as specified in this Section 10 and in any Terms Acceptance Procedure, all express or implied conditions, representations and warranties including without limitation any implied warranties or conditions, e.g., regarding merchantability, fitness for a particular purpose and satisfactory quality are hereby excluded to the extent allowed by applicable laws.
10.5 Customer is solely responsible for any defects or malfunction due to Customer’s installation or use of any products or software developed by Customer or by installation or use of Third-Party Apps and Products or any other non-Crosser material and Crosser disclaim any Customer and third-party claims based on such installation or use.
10.6 Customer represents and warrants that the collection and processing of Customer Data by Customer and/or as contemplated by the Agreement complies in all respects with applicable intellectual property laws, data protection laws and other regulations.
11. Limitation of Liability
11.1 EXCEPT FOR INDEMNIFICATION OBLIGATIONS TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNLESS CAUSED BY INTENT OR GROSS NEGLIGENCE, EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE LICENSE FEE RECEIVED BY CROSSER FROM CUSTOMER (EXCLUSIVE OF VAT) FOR THE LAST TWELVE MONTHS OR EURO 5,000, WHICHEVER IS LESS.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL UNLESS CAUSED BY INTENT OR GROSS NEGLIGENCE, HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 SECTION 11.1 AND 11.2 SHALL IN NO EVENT LIMIT THE AMOUNTS THAT MAY BE PAYABLE BY EITHER PARTY UNDER SECTION 8 PROPRIETARY RIGHTS) AND SECTION 9 (CONFIDENTIALITY).
12. Term and Termination
12.1 The parties have agreed to an initial non-terminable period of twelve (12) months following the Order Start Date (the “Initial Period”) if not another Initial Period is stated in the Order Form.
12.2 Upon expiry of the Initial Period, the Agreement is automatically renewed for periods of the same length as the Initial Period at a time (“Renewal Period/s”) if not another Renewal Period is stated in the Order Form.
12.3 Either party may terminate the Agreement upon written notice to the other, with a minimum of three (3) months prior to the expiry of the Initial Period or any Renewal Period if not another termination notice period is stated in the Order Form.
12.4 A party may terminate the Agreement for cause: (i) upon 30 days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, examinership, receivership, liquidation or assignment for the benefit of creditors or any event analogous to the foregoing occurs in relation to that other party in any jurisdiction. Upon any termination for cause by Customer, Crosser shall refund Customer any prepaid fees covering the remainder of the subscription term after the date of termination.
12.5 If Customer's account is 60 days or more overdue (except with respect to charges then under
reasonable and good faith dispute), in addition to any of its other rights or remedies, Crosser
reserves the right to terminate the Service provided to Customer, without liability to Crosser,
on the condition that Crosser has notified Customer in writing prior to such termination.
12.6 The licensing rights to Software expires automatically when the Agreement for such Software expires and the Software and all copies thereof shall be destroyed or returned to Crosser immediately upon termination, regardless of the cause of such termination
12.7 Termination shall not relieve Customer of the obligation to pay the Fees or any other fees accrued or payable to Crosser prior to the effective date of termination.
12.8 Upon request by Customer made within 30 days after the effective date of termination, Crosser will make available to Customer for download a file of Customer pay-load Data on the condition that all Fees are paid. After such 30-day period, Crosser shall have no obligation to maintain or provide any Customer Data.
12.9 The following provisions shall survive any termination or expiration of the Agreement: the provisions under Chapter 8, 9, 10, 11, 12.9 and 13.
13. Governing Law
13.1 This Agreement and any disputes hereunder shall be governed by and construed and enforced in accordance with the laws of Sweden, without reference to principles of conflict of laws. The United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply. If any portion of the Agreement is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.
13.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be English if not both parties are Swedish in which case the language shall be Swedish.
14.1 A decision of discontinuance of sale or provisioning of a Product by Crosser (end of sales), shall be communicated to Customer at least three (3) months before the actual discontinuance if not a shorter time is motivated because of special reasons such as a third party’s discontinuance of a third-party software or integrated service.
14.2 All notices under the Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; or (iii) the second business day after sending by email.
14.3 No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
14.4 If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.
14.5 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety (including all Orders), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Furthermore, Crosser has the right to assign or pledge any monies due or to become due. Any attempt by a party to assign its rights or obligations under the Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.6 Crosser shall be at liberty to subcontract all or some of the provisioning of Services, Software, Support or Consultancy services contracted by Crosser to be provided pursuant to the Agreement without prior reference to Customer, provided that no such subcontract will relieve Crosser of any of its obligations hereunder.
14.7 The Agreement, including all appendices hereto and all Orders, constitutes the entire agreement
between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
14.8 If either party is prevented from performing any of its obligations under the Agreement due to any cause beyond the party's reasonable control, including, without limitation, lack of Internet access, an act of God, fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, (a "force majeure event") the time for that party's performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however, that if a party suffering a force majeure event is unable to cure that event within thirty (30) days, the other party may terminate the Agreement immediately.