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Version 1 – valid as of 21st of April 2022

Definitions

In the contractual arrangements between Custerem and its Customers and for the provision of Services under this agreement, the following expressions shall be defined as set forth below.

“Custerem”, means the legal entity of the Custerem company, its daughter companies, its organization and any part thereof as present from time to time. “Customer”, means the legal entity entering into a Contract with Custerem for the provision of the Services.

“Contract”, means any and all contractual arrangements between Custerem and a Customer, including these General Terms and Conditions, including price lists and other appendixes.

“General Terms and Conditions”, means this document, being the General Terms and Conditions for the provision of the Services.

“Service”, means any and all services provided by Custerem on these General Terms and Conditions.

“User”, means the individual user of the Services, entitled to access the Services by Contract between Custerem and the Customer.

1. General provisions

1.1 Custerem concludes Contracts with Customers exclusively based on these General Terms and Conditions, which form a key and integral part of any and all offers and Contracts. Any deviations to conditions of Customers only apply if they have been separately agreed in writing.

1.2 By using the Service the Customer agrees to and enters into a Contract between Custerem and the Customer, including these General Terms and Conditions and any other requirements relating to the Service.

1.3 Once these General Terms and Conditions become part of a Contract between Custerem and the Customer, they shall continue to apply for all future Contracts with the Customer.

1.4 Custerem reserves the right to modify the General Terms and Conditions from time to time. By entering into a Contract with Custerem the Customer agrees that the General Terms and Conditions applicable from time to time, as held available by Custerem on www.custerem.com, shall apply between the Customer and Custerem.

2. Performance description

2.1 In accordance with these General Terms and Conditions, Custerem supplies a web-based CRM software solution for Customer use, at charge. Custerem Customers are granted the right, on a non-transferable, personal and non-exclusive basis, to use the Service supplied under this Contract, combined with storage and database use in line with the General Terms and Conditions of Custerem.

2.2 The right to control Customer data stored within the scope of use of the Service and on servers used by Custerem remains with the Customer and such data is protected against third party access. Custerem reserves the right to access this data as required for the performance of the Services by Custerem. The current database stored online by the Customer is backed up regularly by mirroring the database. During the valid contract term, the Customer has the right to export this data exclusively on a personal basis.

2.3 The software usage provided by Custerem solely represents a server solution. The scope of any commitments made concerning guaranteed availability thus shall always be limited to the availability of the Service of Custerem.

3. Registration and use

3.1 The Customer undertakes to provide Custerem with complete and accurate information regarding its Users. Registration and use of the Services constitutes full and unconditional confirmation of agreement with the General Terms and Conditions.

3.2 If the Customer provides inaccurate data during registration, usage consent is deemed not have been given. The activation of registered Users does not constitute acceptance by Custerem of any usage contrary to any of the provisions of this part of the Contract.

3.3 Customers must handle access authorization data, particularly usernames and passwords, confidentially and may not under any circumstances pass the same on to third parties. If any access data is misused by a User, the Customer shall be liable for any damages thereby caused.

3.4 The Customer shall bear the costs of any Internet provider and telecommunication charges or other fees that may be incurred during use of the Services.

3.5 The entitlement to the use of the Custerem Service and its functions exists only within the scope of the Contract and current technical standard.

3.6 Unless otherwise are explicitly agreed in writing between Custerem and the Customer, the Customer has no entitlement to uninterrupted accessibility of the Service provided by Custerem. Custerem therefore reserves the right to temporarily limit the usage scope of the Service, if required in view of maintenance work, capacity limits, the security or integrity of the server or the implementation of technical measures. For technical reasons in particular, it may temporarily be wholly or partially impossible to access the Services. In such cases, Custerem will strive to uphold the interests of all Customers, particularly by providing advance notice in the event of temporary server shutdown.

3.7 The Customer is aware of and accepts that all output from the Services is dependent on and a result of the data provided and entered by the Customer into the Services. Any and all responsibility for inaccuracy in the output from the Services which cannot directly be attributable to other causes than the accuracy or quality of the Customer input shall lie upon the Customer.

3.8 Unless otherwise are explicitly agreed in writing between Custerem and the Customer, Custerem has the right to mention the fact that the Customer is a customer of Custerem in its marketing.

4. Software and network licenses

4.1 When purchasing a Custerem Service, the following license agreement is concluded.

4.2 The license agreement entitles the Customer to the Services for the valid term of the Contract concluded by the Customer and Custerem. The usage right is non-transferable and non-exclusive. The use of the subject of the license is limited to the Customer and its Users. No transfer to third parties, resale and further assignment to third parties or duplication is allowed and the Customer acknowledge the fact that each account is personal for each User.

4.3 The Customer is responsible for having the operating systems and sufficient Internet connection required to operate the Custerem Service. The Customer is also responsible for having the browser solutions recommended from time to time by Custerem.

4.4 All Services of Custerem, particularly concerning the use of the Service provided as well as database use are protected by copyright, held by Custerem. Reverse engineering, copying of code or Customer interface or the like of Custerem Services, solutions and methods is strictly forbidden.

4.5 With the license agreement, the Customer purchases the right to use the Service within the scope of this agreement and at charge.

5. Contract conclusion, payment and due dates

5.1 Information in the price lists, on Internet sites and other indications by Custerem are always non-binding. Custerem explicitly reserves the right to make changes to the information contained therein at any time. Orders sent by Customers are only considered offers to conclude a Contract or to change a current Contract.

5.2 By supplying data transferred as part of the registration process, the Customer is deemed to make an offer to conclude a usage Contract and expressly consents to the immediate execution of the corresponding Service by Custerem.

5.3 The offer of the Customer will be accepted by Custerem by activating online access for the use of the Service.

5.4 The fee is payable plus the respectively valid statutory sales tax in accordance with the respectively price agreed between Custerem and the Customer. Payment shall be made against invoice from Custerem.

5.5 Payments are only deemed to have been made when the sum is confirmed in the account of Custerem. If the payment deadline is exceeded, Custerem shall charge the statutory interest on arrears.

5.6 Any set-off of a counterclaim exercised by the Customer against claims of Custerem is excluded, unless this counterclaim is established by law or has been acknowledged in writing by Custerem.

6. Prices and changes

6.1 Prices and price changes are agreed between Custerem and the Customer. Changes to the General Terms and Conditions are announced from time to time online and details of the timing are announced when any change is made. The notification of changes to the General Terms and Conditions is made via indication on the Custerem web site specifying the date of the change.

6.2 Only the prices specified by Custerem in the order confirmation shall apply. Orders accepted by Custerem by immediate delivery and without advance order confirmation shall be processed based on the prices as of the order date. Unless otherwise specified, all specified prices are net and excluding statutory sales tax.

6.3 As for Custerem agreements, the agreed prices are valid for the contract period agreed upon, and are not to be changed without a new agreement.

7. Fees and training

7.1 Unless otherwise are explicitly agreed in writing between Custerem and the Customer, the license fee is charged as a monthly or yearly fee, charged in advance when purchasing the Service.

7.2 The fee includes the right to access the Service and to updates to the Service. The following are notably not included in the fee and shall therefore not be a requirement for Custerem to provide: e-mail support for questions related to the network, to the Customers operating system, office programs or third party programs, the installation of new operating systems or new office programs, setting-up and updating macros or other scripts, network changes, setting up printers nor security policies.

7.3 Custerem shall handle program maintenance at no extra charge. Such program maintenance includes adaptations required based on changes in legislation. The maintenance does not include any information or consultation on Custerem Service. For the latter, i.e. for any content excluded from the scope of the respective fee, support will be provided, chargeable on an hourly basis in accordance with the respectively current price lists.

7.4 Information and consultation on products for which the Services are not included in the fee are not provided on an obligatory basis. However, if Custerem provides such information, this will be chargeable if deemed so by Custerem.

7.5 Instruction on using the Service, training courses and workshops shall be offered and charged separately. The respectively valid hourly or daily rate shall apply in accordance with the current price lists. For on-site instruction, training courses and workshops, travel costs, time and mileage shall be charged.

8. Updates

8.1 The Service will be kept current by Custerem as far as possible by installing updates. Custerem has the right to implement such updates on a short-term basis and without prior notification.

9. Communication

9.1 Notifications on changes and disruptions to the Services from Custerem to Customers shall be made by e-mail or via the Custerem website. When concluding a Contract, the Customer shall specify at least one contact person with an e-mail address, to whom messages from Custerem should be sent. The Customer undertakes to notify Custerem immediately of any changes in the contact person or e-mail address.

9.2 The Customer undertakes to constantly safeguard the access data provided during the performance of Custerem Services, such as user names, passwords, URLs etc, so that it cannot be viewed by any third parties.

10. Duration and termination

10.1 Contracts for the Custerem Service are concluded for an indefinite duration.

10.2 The Customer shall be entitled to terminate the Contract either in writing with a one month notice period or by logging in and cancelling the plan.

10.3 Custerem is entitled to terminate license or the Contract in writing with a one-month notice period.

10.4 In the event that the Customer defaults on the payment of license fees or other charges despite reminder for longer than one week, Custerem is entitled to bar online access pending payment of the sum owing, or terminate the license agreement with immediate effect.

10.5 The right of the Customer to use the Services shall expire immediately, even without notice of termination, if the Customer breaches any provision of this Contract.

10.6 Upon the ending of the Contract, regardless of reason, Custerem is entitled to delete data of the Customer stored on servers or other backup media of Custerem at the earliest one month after the ending of the Contract. The timely export of data during the valid contract term is the sole responsibility of the Customer. The Customer shall not be entitled to exercise any claims against Custerem for the deletion of data from its servers, regardless of the type and extent involved.

10.7 For test accesses, Custerem is entitled to delete the data at the end of the test period without notification.

11. Exemption from liability

11.1 The Customer shall be liable for any use of the Custerem Service contrary to these General Terms and Conditions and for any other abusive or illegal use of the same, including user names and passwords. If the Customer uses the Service, as well as user names and passwords, in an inadmissible manner, the Customer undertakes to indemnify Custerem and hold Custerem harmless against any and all resulting claims for damages to the full extent. In addition, the Customer also undertakes to indemnify Custerem in full, where claims are exercised by a third party against Custerem arising from the use.

12. Warranty and liability

12.1 Custerem warrants and shall be liable – unless such warranty and liability have been excluded in a legally permissible manner from the current clause – within the scope of the statutory provisions.

12.2 Unless explicitly agreed in writing between Custerem and the Customer, Custerem makes no guarantee that Service functions will meet the requirements of Customer.

12.3 Unless explicitly agreed in writing between Custerem and the Customer, Custerem does not guarantee and shall not be liable for ensuring error-free and non-delayed or uninterrupted use of the Service and database, including the Internet connection and any associated loss of data.

12.4 Custerem disclaims responsibility for any transmission or transfer errors, particularly those caused by improper operation by the Customer, unsuitable display software or hardware or other data carriers, databases, software, Internet connection etc. used by the Customer. Custerem also disclaims all warranty and liability for the suitability of the Service for the targeted purpose of the Customer and for any and all data losses.

12.5 If the Customer is entitled to exercise statutory warranty claims, Custerem is initially entitled to remedy the shortcoming.

12.6 Custerem shall only be liable for damages claims involving intent and gross negligence. Regardless of circumstances, liability for consequential and pecuniary damages, particularly due to delay, impossibility of performance, loss of profit, anticipated savings that failed to materialize, damages arising from third party claims against the Customer, indirect damages and damage to recorded data, or the like, shall be excluded to the legally permissible extent. Custerem also explicitly disclaims liability for any damages resulting from malfunctions of transmission paths. Also excluded are warranty and liability for any failure of the Custerem Service server.

12.7 Custerem is exempt from its service obligations in the event of Force Majeure. Cases of Force Majeure shall include, but is not limited to, all events which Custerem could not with any reasonable means prevent, all unforeseen events and all events for which no party is reasonably answerable to the consequences in terms of the performance of the Contract.

12.8 Statutory provisions apply in the event of complaints by the Customer. If subject to a time limit, compensation claims must be asserted no later than six months from knowledge of the damage.

12.9 The Customer shall be liable, particularly for any unauthorized data or content transferred from the Customer via Custerem to any third parties, and for any improper use or unauthorized transfer of such data.

12.10 Where Custerem is deemed liable, the scope of any damage claim is limited to a maximum of twice the yearly fee from the Customer. Compensation for indirect and consequential damages, including loss of profit, is excluded.

13. Right of ownership

13.1 The Custerem Service and every aspect of its selection and configuration are protected by intellectual property rights. Save as explicitly defined in these General Terms and Conditions, namely the contractually compliant use of the Service during the valid term of the Contract in exchange for payment of a monthly license fee, Custerem shall not provide any additional expressed or implied rights to the use of the Service. All rights, legal titles and claims linked to the Service, in all languages, formats and media worldwide are and remain the sole property of Custerem. No provision of these General Terms and Conditions may be construed as indicating that a license or right by implication or in any other manner and in accordance with protective or copyright laws is transferred to the Customer or any third party.

13.2 The trademarks found in and in connection to the Custerem Service and associated Internet sites are the property of Custerem and may not be used by the Customer without the prior consent of Custerem. Custerem and the Custerem logo are trademarks of Custerem.

14. Data protection

14.1 When concluding a Contract, the Customer agrees that all personal data transferred by the Customer to Custerem and required to arrange and implement the Contract, may be electronically stored and processed by Custerem in compliance with the provisions of relevant Data Protection Acts and for the purpose of providing the Service, to the extent specified in Custerem policy on privacy and data protection applicable at any time. The storage and processing of data is particularly intended to facilitate provision of the Service ordered by the Customer. The data will not be transferred to third parties, except where necessary for the performance of the Contract or where explicitly agreed with the Customer.

14.2 Data entered by the Customer is the private property of the Customer. Custerem undertakes to not transfer such data to any third party apart from what is stated in Custerem policy on privacy and data protection applicable at any time.

15. Applicable law and place of jurisdiction

15.1 By entering into a Contract the Customer and Custerem agree that for all contractual aspects and for all claims arising out of the legally effective existence or absence of a Contract – to the extent permitted by law – Swedish law shall exclusively apply.

15.2 Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The language of the proceedings shall be Swedish.

Services Adaptations and API Terms

Any use of the API, including through a third-party product that accesses Custerem, is bound by the terms of this agreement plus the following specific terms:

You expressly understand and agree that we are not liable for any damages or losses resulting from your use of the API or third-party products that access data via the API.

Abuse or excessively frequent requests to the Services via the API may result in the temporary or permanent suspension of your account’s access to the API. Custerem, in its sole discretion, will determine abuse or excessive usage of the API. If we need to suspend your account’s access, we will attempt to warn the account owner first. If your API usage could or has caused downtime, we may cut off access without prior notice.

Contact Information

Email: hello@custerem.com