Version: 31 May 2022
These General Terms and Conditions (“GT&C”), as may be amended from time to time, shall apply to the provision of any Service by Artificial Solutions International AB and/or any of its Affiliates (“AS”) to the customer indicated in the Order Form (“Customer”).
The headings of sections are for ease of reference only and shall not affect the interpretation of this Agreement.
1. DEFINITIONS AND INTERPRETATION
Capitalized words and phrases used in this Agreement shall have the following meanings:
“Agreement” means these General Terms & Conditions, any incorporated schedules, and a Data Processing Addendum where applicable.
“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) 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. Confidential Information includes the terms and conditions of this Agreement and all Order Forms (including pricing), business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by either party.
“Customer” means in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement.
‘’Customer Developer Data’’ means certain Personal Data and information about the Customer and the Customer’s Authorized Users, only to the extent needed to provide access to AS Services.
‘’Dialogue Data’’ means session logs generated from a published Customer Solution in AS SaaS.
‘‘Essential Change’’ means a fundamental change to the substantive parts of the Agreement, that could be understood as a detriment or significant change to the main terms and conditions of the Services, its essential purpose or pricing.
“Fees” means the fees payable by Customer pursuant to this Agreement as detailed in the Order Forms.
“Force Majeure” means the following to the extent that they are outside the affected party’s control: acts of God, fire, floods, natural disasters and pandemics; acts of terrorism; strikes, lock-outs and labour disputes (except in the case of Customer or Permitted Party strike, lock- out, labour disputes or any industrial action by Customer or a Permitted Party’s employees); civil commotion, riots and acts of war.
“Intellectual Property Rights” means all intellectual property rights, including patents, trade secrets, trademarks, service marks, trade or business names, copyrights and other rights in works of authorship, moral and artists’ rights, design rights, domain names, know- how, database rights whether any of the foregoing are registered or unregistered and all rights or forms of protection of a similar nature in any country.
“Order Form” means the Order Form Schedule and any subsequent order form signed and approved by both parties identifying a given type of service to be made available by AS to the Customer pursuant to this Agreement.
“Party” means Customer or AS, and “Parties” means both Customer and AS.
“Relief Event” means any breach by Customer of its obligations under this Agreement and any failure by a third party over which AS does not exercise control to provide any information or facility upon which AS is dependent for the due performance of its obligations under this Agreement.
“SaaS Product” means a AS Service that is delivered as a Software as a Service, which could be AS SaaS or Developer’s Sandbox.
“Services“, “AS Services” means any Services rendered by Artificial Solutions identified in an Order Form and covered by this Agreement.
“Start Date” means the date as set out in the Order Forms from which the Service starts.
“Taxes” means any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use, excise, or withholding taxes, assessable by any jurisdiction whatsoever.
“Terms of Service” means the general and specific conditions for the Service offered by AS specified by a contract Schedule, to which Customer is required to comply, in order to be permitted to access and use the Service.
2. GENERAL TERMS AND CONDITIONS AND SCHEDULES
2.1 The Agreement consists of the documents:
- 2.1.1 The General Terms and Conditions. These GT&C can be found at https://www.artificial-solutions.com/legal/customers/general-terms-and-conditions.
- 2.1.2 Schedule A – Order Form
- 2.1.3 Schedule B – Service Level Agreement. The applicable Service Level Agreement can be found at https://www.artificial-solutions.com/legal/customers/service-level-agreement.
- 2.1.4 Schedule C – Terms of Service. The applicable Terms of Service can be found at https://www.artificial-solutions.com/legal/customers/terms-of-service.
- 2.1.5 Data Processing Addendum. Where applicable.
- 2.1.6 Partner Addendum. Where applicable.
2.2 Change Control. All documents in the Agreement except the Order Forms and Data Processing Addendum are online documents, version-controlled and date-stamped. AS is permitted to update these documents from time to time to reflect new Services, procedures, or requirements. AS will notify the Customer when such amendments are done and post the new versions on AS websites. Non-Essential Changes are in effect by the time the new version is published, unless stated differently in the notice, and Essential Changes follow the terms in section 13 before the amendments become effective.
3.1 AS Services. AS will provision access to the Customer to the Services agreed, according to the terms specified in the Order Form, conditioned upon Customer’s compliance with these GT&C and the applicable Terms of Service.
3.2 Subscription to SaaS Products. The Customer’s right to access a SaaS Product requires, besides compliance with the requirements in 3.1, a Subscription for the specific SaaS Product explicitly outlined in the Order Form. Unless stated otherwise in the applicable Order Form, Subscriptions are offered by AS as monthly Subscriptions for a one (1) year term.
- 3.2.1 Addons. If and only the Customer has an active Subscription for a specific SaaS Product, optional additional Services, so called Addons, can be ordered by the Customer and the Customer’s users with elevated permissions (‘’Administrators’’). Each SaaS Product has its own subset of available Addons offered by AS and AS has the right to change the available Addon offerings for each SaaS Product as AS see fit. Per default, unless stated otherwise in the Order Form, the Customer can add/remove or increase/decrease the Addons on a monthly basis.
- 3.2.2 Consumption Services. If and only the Customer has an active Subscription for a specific SaaS Product, a subset of the SaaS Product service used by the Customer will be charged to the Customer based on real usage, on a per consumption basis. Each SaaS Product has its own set of Consumption Services, and the Consumption Services conditions are specified in the Order Form.
3.3 Training Services or Other Services. AS Services that are not tied to a SaaS Product Subscription can be independently ordered, agreed, and delivered as per the Order Form.
3.4 Suspension of Services. AS will notify the Customer if there is any suspicious that Customer may be breaching any of the terms contained in the Agreement. Customer will remedy the breach or communicate any objections to be treated as a breach within the following five (5) business days since notification. If the breach continues un-remedied or no opposition has been made, AS will have the right to suspend the Services. The remaining fees during the term of the Agreement shall be due and payable.
3.5 Reactivation of Services. AS will, after the breach has been cured, reactivate the Services if there are no grounds to suspect that another breach may occur.
4. AS SECURITY AND DATA PROCESSING POLICIES
4.1 Local Jurisdictions. AS provides worldwide Services and some features may be prohibited or in other ways restricted in some jurisdictions. Customer therefore acknowledges that AS cannot evaluate compliance with the applicable laws and regulations for all possible data and all possible processing of such data. Customer agrees to undertake a legal analysis before consuming the Service and confirms consuming the Service is not made in violation of any applicable law.
4.2 Security and Certifications. AS implement and maintain physical, technical and administrative security measures designed to protect Customer Developer Data and Dialogue Data from unauthorized access, destruction, use, modification, or disclosure. AS also maintain a compliance program that includes independent third-party audits and certifications. AS Security and Compliance program is updated from time to time AS can provide further details on security measures and certifications either by posting AS official websites or per Customer request.
4.4 Data Processing Addendum. If Customer use of AS SaaS implies the storage of Personal Data in the Dialogue Data and the Customer is subject to data legislations, such as but not limited to Regulation (EU) 2016/679 (General Data Protection Regulation), the Customer can request and agree with AS on a Data Processing Addendum.
5. THIRD PARTY PRODUCTS AND SERVICES
5.1 Third-Party Products. AS does not offer third-party products and makes no representations, endorsements, guarantees, or warranties, express or implied, with respect to third-party products.
5.2 Open-Source Software. Customer acknowledges that the Services may be provided using features that contain, include, incorporate, or be derived in any manner (in whole or in part) from, software that is distributed as open source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org) or similar licensing or distribution models.
6. INVOICE AND PAYMENT
6.1 Fees. Customer shall pay all fees specified in the Order Form. Payment obligations are non-cancelable and fees paid are non-refundable.
6.2 Standard Payment Terms. These standard payment terms apply unless stated otherwise in the Order Form. Customer shall pay all fees within thirty (30) days of receipt of issuance of an invoice for such fees. Fees related to Subscriptions, Addons, Training or other Services are paid by the Customer annually in advance. Fees related to Consumption Services are paid by the Customer calendar monthly in arrears.
6.3 Late Fees and Collections. If Customer fails to pay any invoice within the agreed payment term, AS shall be entitled to interest from the day on which the invoice is due, without limiting AS’s other rights or remedies. The rate of interest on past due invoices shall be the statutory rate for Sweden determined every six months by the European Union, which can be found https://europa.eu/youreurope/business/finance-funding/making-receiving-payments/late-payment/index_en.htm. Customer shall reimburse AS for all costs incurred by AS in collecting any late payments, fees or interest, including but not limited to attorneys’ fees, court costs, and collection agency fees.
6.4 Disputed Fees Process. To dispute an unpaid invoice, Customer must, no later than thirty (30) days after the receipt of the invoice, notify AS of the dispute by email at firstname.lastname@example.org. To dispute a paid invoice, Customer must notify AS of the dispute by email at email@example.com no later than 60 days after the date of the invoice. Customer shall pay all undisputed portions of the invoice by the due date of the invoice.
6.5 Purchase Orders. The Customer may use Purchase Orders (”PO”) to buy Services pursuant to the Agreement. If terms and conditions of the PO conflict with the terms of this Agreement, the terms and conditions of this Agreement prevails. If Customer raises PO, those shall be raised timely and raised no later than the close of business on the last day before the contracted payment invoice issue date for each Service in the Order Form. PO not raised in a timely manner cannot delay the real payment terms which are based on the terms and dates of the Agreement, or the lesser of the payment terms based of the dates in the Agreement and the Customer PO.
6.6 Taxes. Unless provided to the contrary in the Order Form, AS’s fees do not include any Taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder. If AS has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, AS will invoice Customer and Customer will pay that amount unless Customer provides AS with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, AS is solely responsible for taxes assessable against it based on its income, property, and employees.
6.7 Suspension of Service and Acceleration. If any charge or fees owing by Customer under this or any other agreement for Services is 90 days or more overdue, AS may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that AS will give Customer at least ten (10) business days prior notice that its account is overdue before suspending Services.
6.8 Payment Disputes. AS will not exercise its rights under this Section 6, including the “Suspension of Service and Acceleration” Section above, if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
7.1 Indemnification by Customer. Customer will defend, indemnify, and hold AS harmless from and against all claims, demands, actions, suits, discovery demands, including, without limitation, third party subpoenas, government investigations or enforcement actions brought against AS by a third party and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) related thereto alleging:
- 7.1.1 Customer’s breach of applicable Terms of Service.
- 7.1.2 Customer’s breach of Section 4 (AS Security and Data Processing Policies)
- 7.1.3 Customer’s breach of Section 18 (Export Control)
- 7.1.4 Customer’s breach of Section 19 (Anti- Bribery)
7.2 Indemnification by AS. AS will defend, indemnify, and hold Customer harmless from and against all claims, demands, actions, suits, discovery demands, including, without limitation, third party subpoenas, government investigations or enforcement actions brought against Customer by a third party and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) related thereto alleging:
- 7.2.1 That Customer’s use of the Services as permitted by this Agreement and its schedules infringes or misappropriates a third party copyright, trade secret, trademark or patent.
- 7.2.2 AS’ breach of Section 18 (Export Control)
- 7.2.3 AS’ breach of Section 19 (Anti-Bribery)
7. 3 Notification of claim. Indemnification obligations in Section 7.1 and Section 7.2 are subject to either party giving the other party (a) promptly written notice of the claim, (b) sole control of the defense and settlement of the claim (except that either party may not settle any claim against the other Party unless it unconditionally releases the other Party of all liability), and (c) all reasonable assistance, at one’s expense.
7.4 Third party intellectual property rights. If AS receives information about an infringement or misappropriation claim related to Customer´s use of a Service as specified in Section 7.2.1, AS may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated Services. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the claims against Customer, (2) a claim against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by AS, if the Services or use thereof would not infringe without such combination, (3) a claim against Customer arises from Services under an Order Form for which there is no charge; or (4) a claim against Customer arises from Customers breach of applicable Terms of Service.
7.5 Exclusive Remedy. This Section 7 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this Section.
8.1 Protection of Confidential Information All Confidential Information shall be and remain the property of the Disclosing Party. Any copies of the Confidential Information shall become the Disclosing Party’s property and shall contain such copyright and other proprietary rights and notice or legend as appears on the original copy.
8.2 Permitted Disclosure. Customer may disclose Confidential Information received from AS for use only in connection with this Agreement. Neither Party will be considered to have breached its obligations under this Section 8 by disclosing Confidential Information to the extent required to satisfy any legal requirement of a competent governmental or regulatory authority or any rule or requirement of the Nasdaq First North stock exchange (or any other stock exchange on which either Party’s securities (or the securities of any Party’s Affiliates) are admitted to trading and / or are listed).
8.3 No Confidentiality Obligations. Neither Party will have confidentiality obligations with respect to (i) information that is already lawfully in the possession of the Party receiving confidential information on a non-confidential basis at the time of the disclosure as shown by the Receiving Party’s files and records immediately prior to the time of such disclosure, (ii) information that, at time of receipt was, by no act or omission of the Receiving Party, already in the public domain or subsequently comes into the public domain, except that any compilation of otherwise public information in a form not publicly known shall still be treated as Confidential Information, (iii) information that comes into the lawful possession of the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality and (iv) information that is independently developed by the Receiving Party, its officers, employees, advisers, representatives, agents or contractors.
9. LIMITATION OF LIABILITY
9.1 Consequential Damages Waiver. Except for Excluded Claims and except for claims for fraudulent misrepresentation or for death or personal injury arising from either Party’s negligence or for any other liability that cannot be excluded under applicable law, neither party (nor its suppliers) will have any liability arising out of or related to these terms for following: (i) loss of use, (ii) lost or inaccurate data, (iii) loss of revenue, (iv) loss of profits, (v) loss of anticipated savings, (vi) loss or damage to contract, (vii) loss of goodwill, (viii) failure of security mechanisms, (ix) loss of business, in each case whether considered direct or indirect loss or (x) any indirect or consequential loss.
9.2 Liability Cap. Except for Excluded Claims, each party’s, and its suppliers’ aggregate liability to the other arising out of or related to these terms will not exceed the amount actually paid or payable by the Customer to AS under these terms in the twelve (12) months immediately preceding the claim.
9.3 Excluded Claims. “Excluded Claims” means (1) amounts owed by Customer under any Order Form, (2) either party’s express indemnification obligations under Section 7, (3) Customer’s breach of “Overall be a Good User and ‘Good Citizen’” provision of applicable Terms of Services.
9.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these GT&C is found to have failed of its essential purpose.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 AS Intellectual Property. Customer acknowledges that it does not have any ownership or other rights in or to the Services except as specifically described in this Agreement and the Terms of Service, and AS shall exclusively own and retain all right, title and interest in and to all of its intellectual property of every kind, including in and to all inventions (whether patented or not), copyrights and works of authorship (whether subject to a copyright registration or not), know-how, software applications, routines, source and object code, algorithms, APIs, processes and workflows, and improvements, enhancements, derivations or modifications of any of the foregoing that were or are developed by AS in connection with the Services. Nothing herein shall be interpreted as a license, transfer or grant by AS to Customer of any interest in or to AS intellectual property of any kind, including without limitation any subject matter that is patented or patentable, copyrighted (registered or unregistered), constitutes a trade secret or AS know how, or any other legally protectible technology, item of information, product, interest or process capable of protection as intellectual property anywhere in the world.
11.1 Term. This Agreement shall commence as of the Start Date of the Order Form and will continue until the end of the Term as specified in the Order Form.
11.2 Automatic Renewal. Unless specified otherwise in the Order From, Services will automatically renew for twelve (12) months unless either party gives written notice to the other party of its intention not to renew no later than thirty (30) days prior to the end of the then-current term.
12.1 Either party may terminate this Agreement upon at least thirty (30) days prior written notice in the event (1) the other party has materially breached this agreement and such breach remains uncured at the expiration of such thirty (30) day period or (2) the other party has become insolvent, does not pay its debts as they become due, makes a general assignment for the benefit of its creditors, becomes the subject of any domestic or foreign bankruptcy or insolvency law, or applies for or has a receiver, trustee, or similar agent appointed to manage or dispose of any material portion of its property or business or (3) when Essential Changes have been made to the service and after its review it has not been able to reach an Agreement.
12.2 AS may terminate access to the Services immediately if AS determines Customer is using the services in violation of law or will expose AS to criminal or regulatory fines.
12.3 Surviving Provisions. The Sections titled “Invoice and Payment”, “Intellectual Property Rights”, “Confidentiality”, “Indemnification”, “Limitation of Liability”, ‘’Termination”, “Surviving Provisions” and “General” will survive any termination or expiration of this Agreement, and the Section titled “AS Security and Processing Policies” will survive any termination or expiration of this Agreement for so long as AS retains possession of Customer Developer Data.
13. ESSENTIAL CHANGES
13.1 Grace Period. If Essential Changes are made by AS to the Agreement the Customer will be granted a thirty (30) day Grace Period to make a notification to review; if the notification is not made within that period, the Essential Changes shall be deemed as accepted.
13.2 Essential Changes include, but not exclusively,
- 13.2.1 Any major change to applicable Service Level Agreement, Terms of Service or General Terms and Conditions.
- 13.2.2 Any change to terms and conditions for applicable Subscription or Consumption Services.
- 13.2.3 Any change to applicable Data Processing Addendum.
- 13.2.4 AS removal of or changes to terms and conditions for an Addon currently delivered to the Customer.
- 13.2.5 AS creation of a new Addon offering that was previously included in the service.
14. RELIEF EVENT
14.1 AS will not be in breach of this Agreement to the extent its failure to perform an obligation under this Agreement is a result of a Relief Event.
14.2 If a Relief Event occurs AS shall use reasonable endeavours to continue to perform the Services without incurring any additional direct costs. To the extent AS incurs any additional costs in performing the Services as a result of any Relief Event it shall be entitled to recover such additional costs from Customer.
15. DISPUTE RESOLUTION
15.1 Choice of Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with Swedish law. Each Party irrevocably agrees that the general courts of Sweden shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
16. FORCE MAJEURE
16.1 Neither Party shall be liable to the other for any delay, breach or non-performance of this Agreement to the extent arising from any event of Force majeure.
16.2 If an event of Force Majeure affecting either Party continues beyond thirty (30) days, the other Party may immediately terminate this Agreement by giving written notice to the other in which case neither Party shall have any liability to the other except that rights and liabilities which accrued prior to such termination shall continue to subsist.
17.1 Any notice given under this Agreement shall be in writing by e-mail to the following addresses (or such other addresses notified in writing by either Party):
- 17.1.1 Artificial Solutions: LegalCompliance@artificial-solutions.com
- 17.1.2 Customer: Email address in the Order Form
17.2 Any notice given pursuant to this Section 17 shall be deemed to have been received at the time of delivery.
18. EXPORT CONTROL
18.1 Either Party shall comply with all applicable export control and trade sanctions laws, regulations, rules and licences, including those of the US, EU and UK, (“Export Control and Sanctions Rules“). The Export Control and Sanctions Rules may include the Export Administration Regulations (15 CFR 730-774), the International Traffic in Arms Regulations (22 CFR 120-130) and the various economic sanctions regulations administered by the US Department of the Treasury (31 CFR 500-600), and the EU Dual Use Regulation (Regulation (EC) 428/2009, as amended or replaced) and the various EU and UK sanctions regulations.
19.1 Either Party, shall comply with all applicable foreign or domestic anti-bribery and anti-corruption laws and regulations, as amended from time to time, and shall not, directly or indirectly, in connection with this Agreement, or any business resulting therefrom:
- 19.1.1 Offer, pay, promise to pay, or authorise the giving of any monies or financial or other advantage to any person: (i) for the purpose of inducing or rewarding that person or any other person to perform their role or function improperly, (ii) for the purpose of influencing a public official in relation to any decision, act or other performance of their official role or function, including a decision to fail to perform that role or function, so as to obtain or retain business or a business advantage of any kind; or
- 19.1.2 Do anything which is otherwise in breach of, or would cause the other Party to be in breach of any Anti-Bribery Laws.
20.1 Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
20.2 Neither party may assign its rights or obligations under this Agreement (including all Order Forms) to a third party without the prior written consent of the other party.
20.3 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
20.4 The rights, powers and remedies provided in this Agreement are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by law, or otherwise.
20.5 If either Party delays or fails to exercise any right or remedy under this Agreement, that Party will not have waived that right or remedy.
20.6 The Parties are independent contractors and nothing in this Agreement shall constitute or be deemed to constitute a partnership, association, joint venture or other co-operative entity between the Parties and neither Party has authority to bind the other in any way except as provided in this Agreement.