Terms of Service

General terms and conditions for the use of Extellio services

General Terms and Conditions, version 2024-1.3, last updated 2024-02-07

1  General starting points

1.1  These general terms and conditions (the “Terms and Conditions") apply when Extellio International AB, org. no. 556555-1321, ("Extellio") provides its services and/or products (hereinafter the "Services") to legal or natural persons who have entered into a contract for the use of the Services (hereinafter the "Customer"). Extellio and the Customer are hereinafter jointly referred to as the "Parties" and individually as the "Party".

1.2  In order to use the Services, the Customer has entered into a supply agreement with Extellio that constitutes a service agreement between the parties ("Service Agreement") through online acceptance, acceptance of a quote, or otherwise - such as through an organization certified by Extellio ("Certified Partner").

1.3  Extellio provides the Services to the Customer under the Terms and Conditions, the Service Agreement and the specification applicable from time to time for each Service ("Service Specification") available on the Extellio website.

1.4  The Service Agreement is concluded for a fixed period ("Agreement Term") and if it is renewed, a new Agreement Term equal to the initial Agreement Term will commence. All Agreement Terms together, until the termination of the Service Agreement, constitute the entire term of the agreement ("Entire Agreement Term").

1.5  The Terms and Conditions are annexed to, and therefore subordinate to, the Service Agreement.

1.6  The Services constitute access to features of the Extellio online platform ("Online Services") and other services Extellio provides from time to time ("Other Services").

1.7  The Online Services means the services provided by Extellio to the Customer via its online platform, the content thereof and any documentation related thereto - including upgrades, modified versions, updates and additions to these services and the content thereof and/or related documentation.

1.8 The Online services are offered as different product bundles, based on the type of use they are intended for, including, but not limited to, measuring UX websites or in SaaS products, or sending out surveys to customers. Products bundles can consist of one or several products. The Customer is only entitled to use the Online Services within the defined scope of the product bundles and products agreed upon in the Service Agreement.

1.9  Access to the Online Services requires that the Customer as well as - if applicable - users designated by the Customer ("Users") accept Extellio's end user terms and conditions ("End User Terms") when a user account is created. The End User Terms are subordinate to the Service Agreement, but the Customer is ultimately responsible for all Users and that their use of the Online Services complies with both the Service Agreement and the End User Terms.

1.10  Extellio reserves the right to modify the Service Specification for the Services from time to time in light of future developments, changes, and new versions.

2  Different forms of Service Agreement for the Online Services

2.1  Extellio offers the Customer the possibility to enter into various forms of Service Agreements from time to time. With the exception of customized solutions offered via quotation, the Customer has the possibility to use the Online Services through:

i. free versions (the "Free Versions"); or

ii. different pay versions (the "Pay Versions").

2.2 The Terms and Conditions apply regardless of the Online Service selected, unless otherwise stated.

3  Delivery

3.1  The Services must meet all functional, content, quality, system and other requirements set out in the Service Agreement and the Service Specification. However, Extellio has the right to unilaterally decide on the scope of both the Service Agreement and the Service Specification for the Free Versions and these may therefore change during the current Agreement Term.

3.2  The Services are provided during the Agreement Term as set out in the Service Agreement. If the Service Agreement is not renewed and thus terminated, the Customer is no longer entitled to use the Services.

3.3  The Services are considered delivered in their entirety as soon as the Customer has access to them. Such delivery also exists in situations where the Customer, for whatever reason, has not used or, as the case may be, has not subscribed to all or part of the Services during the Agreement Term to which those Services belong. The Customer shall not be entitled to compensation or credit for all or part of the Services not used during the Agreement Term.

3.4  Extellio shall, subject to the limitations set forth in the Terms and Conditions, provide the Online Services so that the Customer and Users who have a valid license can access them via the Internet.

4  License for Online Services

4.1  Extellio grants the Customer a time-limited, non-exclusive, non-transferable license to use the Online Services and their content during the Agreement Term in accordance with the Service Agreement, the Service Specification and the Terms and Conditions.

4.2  All rights, including all copyright and other intellectual property rights and all other rights, in the Online Services, and in all content of the Online Services such as text, illustrations, photographs, film clips, sound clips and 3D animations, are owned by Extellio and the respective author(s).

4.3  The Customer may, as a result of the terms of the Service Agreement, have the right to allow Users to use the Online Services in accordance with the Terms and Conditions. Such access is subject to the respective User's acceptance of the End User Terms when the User creates his/her user account. The Customer is ultimately responsible for all Users and their use of the Online Services.

4.4  The Online Services may only be used within the Customer's business and as specified in the Service Agreement. The Customer is therefore responsible for ensuring that accounts are only granted to Users who work within its own organization, such as employees and consultants acting as employees. Exceptions are persons approved by Extellio or working for Certified Partners of Extellio.

5  Impermissible use

5.1  It is the responsibility of the Customer to prevent use and access of the Online Services other than as permitted by the Service Agreement, the Terms and Conditions, the End User Terms or applicable mandatory law. The Customer shall immediately notify Extellio if the Customer becomes aware of or suspects any unauthorized use of or access to the Online Services, or that a password has been provided to a user other than a user with a valid license for the Online Services.

5.2  Except as expressly stated in the Service Agreement, the Terms and Conditions and the End User Terms or as permitted by mandatory law, the Customer may not, for example

i  copy in any form or format all or any part of the Online Services or any content of the Online Services other than the data collected on behalf of the Customer;

ii  modify or reproduce any content of, or any part of, the Online Services;

iii  lend or rent, distribute, resell, or otherwise provide or make available the Online Services or any content on the Online Services to any third party;

iv  embed the Online Services in any other system (e.g. by means of an iframe) without special agreement.

v  attempt to circumvent the security systems of the Online Services or attempt to test the security of the Online Services;

vi  use the Online Services in any manner that could damage, disable, overburden, impair or interfere with any other customer's use of the Online Services. This includes, but is not limited to, sending or transmitting any material that contains software viruses or other computer code, files or programs designed to damage, disable, destroy or impair the functionality of any computer software or hardware or equipment directly or indirectly connected to the Online Services;

vii  attempt to gain unauthorized access to any computer system, network, content or information comprising the Online Services or the system on which the Online Services are based. The Customer shall also not attempt to access any material or information not intentionally made available or intended to be made available through the Online Services.

5.3  Violation of paragraphs 5.2 i-vii above shall always be considered a serious breach of the Terms and Conditions, which entitles Extellio to immediately close the Online Services to the Customer and/or make the Online Services inaccessible to the Customer, or otherwise prevent further unauthorized conduct. Breaches of the terms of this paragraph may give rise to claims for damages.

5.4  In the event of unauthorized use of or access to the Online Services or unauthorized content in the Online Services, or when there is reasonable suspicion thereof, Extellio is entitled to prevent the Customer's access to the Online Services with immediate effect until further notice, without any right to compensation or indemnification for the Customer.

6  Right to data

6.1  The Customer has access to data collected by Extellio on its behalf ("Collected Data") in logged-in mode in the Online Services or via the API. Collected data may include, for example, data that Extellio collects from participants in customer surveys ("Respondents") or via script, or by other means through the Online Services.

6.2  Extellio may not share or transfer Collected Data that identifies the Customer to organizations that are not part of the same group of companies as Extellio, without the permission of the Customer.

6.3  The exception to 6.2 is subcontractors to Extellio who store and process data.

6.4  If the Customer agrees, Extellio has the right to share data relating to the Customer with a Certified Partner with whom the Customer cooperates in order for the Certified Partner to carry out its work.

6.5  The Customer grants Extellio the right to, even after termination of the Service Agreement, keep a data-preserved copy, cleared from any personal data, of the Collected Data as well as the data that the Customer transmits to Extellio's systems.

6.6  Extellio has the right to use the data referred to in 6.5 to perform and improve its services, such as for industry benchmarking and index calculations.

7  Defects

7.1  Defect means a non-conformity with the specification of the Services or the Service Agreement caused by Extellio that results in a significant reduction in value, function or availability for the Customer, such as downtime or other malfunction of Extellio's online services (hereinafter “Defect").

7.2  Extellio's liability for Defects does not include:

i  Defects which are not relevant to the intended use of the Services or which cannot be considered to constitute an inconvenience to the Customer, or

ii  Defects caused by the use of the Services by the Customer, the respondent or any other third party other than as set out in the Service Specification.

7.3  Extellio's liability for Defects in the Services is limited to promptly - after the Customer's written notice of the nature, type and extent of the Defect - rectifying the Defect free of charge. If Extellio fails or neglects to remedy such Defect within a reasonable time, the Customer shall be entitled to compensation for the direct loss suffered as a result of the Defect in accordance with Section 12 of the Terms and Conditions.

7.4  When using the Free Versions, the Customer is never entitled to any compensation whatsoever from Extellio for Defects or omissions, including loss suffered by the Customer due to circumstances for which Extellio is liable.

7.5  The Customer shall not be entitled to any further remedies for any Defect in the Services.

8  Copyright and intellectual property rights

8.1  Extellio owns, or otherwise disposes of, all rights for the provision of the Services. This does not include any work, materials or rights provided by the Customer as a result of the Customer's use of the Services.

8.2  A Party is responsible for ensuring that all rights for the use of material provided by said Party for the use of the Services in the intended manner have been obtained from the relevant right holder.

8.3  Extellio reserves the copyright and all other rights in the Services and any portion of the Services. The copyright for all changes to the Services, including those changes to which the Customer contributes, is the property of Extellio. The Customer may not make any changes to the Services, its layout or design without Extellio's express written consent.

8.4  The Customer grants Extellio the right to, even after termination of the Service Agreement, use and retain a data-preserved copy, cleared from any personal data, of Collected Data and any information added to the Services by parties other than Extellio, such as Respondents, the Customer and/or website visitors.

8.5  Any Party that fails to comply with its obligations under this paragraph shall indemnify the other Party for all its losses, including any claims for damages or claims by third parties, arising out of the infringement of any other intellectual property right by the material provided. The indemnification obligation shall be subject to the condition that the Party subject to a third party claim immediately notifies the other Party in writing and offers the other Party the opportunity to bring or otherwise manage such claim or legal proceeding itself.

9  Personal data and responsibility for material

9.1  Unless the Parties have entered into a written agreement whereby Extellio acts as data processor for the Customer, Extellio is the controller of personal data provided through the Online Services or Other Services. Such processing is carried out in accordance with the Extellio privacy policy in force at the time.

9.2       In the event that Extellio is the data controller, Extellio reserves the right to continually remove or anonymize personal data received through the Online Services or Other Services that Extellio deems superfluous, in violation of the Terms and Conditions, or incompatible with applicable laws or other regulations, in accordance with Extellio’s privacy policy applicable from time to time. Actions taken by Extellio, as stipulated in this clause 9.2, will not constitute a breach of the Terms and Conditions nor the Service Agreement on Extellio’s part, and the Customer may not make claims or demand compensation from Extellio for any such actions.

9.3 In the event that the Customer or User gains access in the Online Services to personal data that the Customer is not permitted to process in accordance with the Parties' agreement, or Applicable Personal Data Legislation, the Customer shall notify Extellio without delay.

9.4 The Customer is responsible for not storing, making available or otherwise processing any personal data that it accesses in the Online Services and which the Customer is not permitted to process in accordance with the Parties' agreement, or Applicable Personal Data Legislation.

9.5 The Customer is responsible for not uploading to the Online Services, or otherwise disclosing to Extellio, personal data that the Customer is not entitled to disclose to Extellio.

9.6 If it comes to the knowledge of any Party that the Customer has processed personal data in breach of 9.3 or 9.4, the Party shall notify the other Party of this and of the data concerned, after which a decision on erasure shall be taken.

9.7 The Customer shall indemnify Extellio or its representatives for any loss they may suffer as a result of the Customer's breach of 9.3 - 9.6.

10     The Service and limitation of liability

10.1  Extellio may, and reserves the right to, modify, upgrade, and update the Online Services during the term of the Agreement.

10.2  Extellio has the right to interrupt the Customer's access to the Online Services during the Agreement Term for upgrading, updating, maintenance and similar measures. Extellio shall notify the Customer prior to such interruption, if it is expected to last longer than 2 hours during business hours, and shall take reasonable measures to limit the extent of the interruption and its impact on the Customer's access to the Online Services.

10.3  The Customer shall not be entitled to compensation for such interruption as referred to in 10.2, nor shall it be deemed to affect the Customer's access to the Online Services.

10.4  The operation of the Online Services is subject to certain technical requirements relating to Internet access, platforms and devices being met by the Customer. The Customer is responsible for meeting such technical requirements. Technical requirements for platforms and devices may change in connection with modifications, upgrades, updates and/or additions to the Online Services.

10.5  Extellio does not warrant that the Online Services will operate satisfactorily or fully on all platforms and devices. If the Online Services do not function satisfactorily or if the Online Services cannot be fully used on a particular platform or device, the Customer shall inform Extellio accordingly.

11  User-created material

11.1  In the Online Services, the Customer can create and upload, for example, questionnaires, images, logos or similar. Extellio reserves the right to decline to make such material available or to discontinue making such material available through the Online Services. This may be because, in Extellio's opinion, the material is not of sufficient quality for the purpose, the material has a political purpose or content, the material is otherwise inappropriate for the purpose, or may be contrary to law or other rules.

11.2  Extellio is granted an unlimited right to use, for the purpose of enriching the Extellio Services, without compensation, the anonymized text and structure of questionnaires created by the Customer. This includes copying, using and processing the material.

12  Damages

12.1  Extellio is liable, subject to the limitations set out in the Terms and Conditions, only for direct loss suffered by the Customer as a result of Defects or omissions caused by Extellio in the performance of the Services.

12.2  However, Extellio's liability under clause 12.1 does not extend to indirect loss, whether by way of damages (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, loss of profits, loss of business and/or contracts, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising, as a result of its provision of the Services.

12.3  The Customer assumes sole liability for the results obtained from the use of the Services and for any conclusions drawn from such use. Extellio is not liable for damages caused by defects or omissions in information or instructions provided by the Customer to Extellio in connection with Extellio's performance of the Services, or actions taken by Extellio pursuant to the Customer's instructions.

12.4  Extellio's aggregate liability for the Services is limited to the lesser of twenty-five (25%) percent of the annual contract sum for the Services or one million Swedish kronor (SEK).

12.5  The Customer's right to damages is forfeited if an action for damages is not brought within one year of the occurrence of the Defect.

13  Services and payment terms

13.1  The following applies unless otherwise agreed in the Service Agreement:

i  VAT is added to all prices

ii         The Services are paid for in advance according to the price list in force at the start of the Agreement Term.

iii        The Services are paid for by one of the payment options provided by Extellio

iv        If the Customer is approved by Extellio for invoice payment, 30 days payment applies.

v In the event of late payment, Extellio is entitled to charge interest on arrears in accordance with the law.

vi   The Service agreement is automatically extended with a new Agreement Term if it is not terminated before the end of the current Agreement Term for monthly subscriptions, and at the latest one month before the end of the current Agreement Term for yearly subscriptions.

vii       The price for different Services can be based on a fixed volume and/or a variable volume.

a) A Service based on fixed volume will stop collecting data once the volume limit, as stated in the Service Agreement, is reached.

b) A Service based variable volume will continue to collect data above the volume stated in the Service Agreement by automatically and recurringly increasing it by 1/5 when it’s reached. At the end of each month, the volume is reset to the stated volume. Extellio will subsequently charge the Customer for the extra volume at the same price/volume as for the stated volume.

viii       The Customer is not entitled to compensation for using a lower volume metric level during an Agreement Term than the billing at the beginning of the Agreement Term was based on.

ix         Any analysis and support services are available for call-off during the Agreement Term to which they belong.

x     Extellio has the unilateral right to adjust the content and scope of products and license levels, and the price list for the Services from time to time. For the Customer, such adjustment will only take effect in connection with the renewal of the Service Agreement and the commencement of a new Agreement Term.

13.2  Extellio reserves the right to unilaterally decide to provide certain parts of the Services when the Service Agreement is automatically renewed, no longer in which case they will automatically lapse. The Customer will be informed of this at the time of renewal and these Services will be deducted from the invoice.

14  Force majeure

14.1  If performance of any of the Party's obligations is prevented or impeded by circumstances beyond the control of the Party concerned, such as new legislation, industrial disputes, epidemics of disease, war, mobilization or major military drafts, government regulations, general restrictions on access to data networks, general shortage of transport, goods and energy, or errors or delays in deliveries by subcontractors due to circumstances specified herein, and such condition causes a delay or other impediment, the condition shall, for so long as it continues, give rise to a release from any sanctions, provided that the Party unable to perform its obligations has promptly notified the other Party thereof.

15  Confidentiality

15.1  The Parties acknowledge and agree that information received from the other Party in connection with the Services or quotations/contract execution is confidential information and may constitute trade secrets of the other Party.

15.2  Confidential information includes, but is not limited to, information to which the Party gains access as a result of the contractual relationship, whether the information is in oral, written or other form.

15.3  Confidential Information does not include information that (a) is generally known or generally available to the public independently of the Party's actions, (b) the Party had knowledge of prior to obtaining the information from the other Party, or (c) the Party rightfully obtained from third parties who had the right to transfer or disseminate the information.

15.4  The results that Extellio delivers to the Customer within the framework of the Services are the Customer's confidential information. However, Extellio may freely use the Customer's results anonymously to enrich the Services, e.g. in calculating industry indices and other comparisons.

15.5  The other Party's confidential information may not be used by a Party without the express consent of the other Party, other than such use as is necessary to fulfill obligations under the Service Agreement.

15.6  The Parties undertake not to disclose or otherwise disseminate to unauthorized persons any confidential information of the other Party and undertake to take reasonable precautions to prevent any unauthorized disclosure of confidential information. In this respect, the Parties are also responsible for their employees, consultants and subcontractors.

15.7  The Parties have the right to publish the customer relationship in sales materials, newsletters and on their websites. Other means of disclosing the customer relationship, such as advertising, require the written consent of the other Party, unless such disclosure is required by law.

16  Early termination of the agreement

16.1  If a Party suspends payments, initiates composition proceedings, is declared bankrupt or is otherwise deemed to be insolvent, or if a Party commits a material breach of contract, the other Party shall be entitled to terminate the Agreement with immediate effect without liability for damages, even within the Agreement Term.

17  Other provisions

17.1  The Customer shall at all times have at least one named contact person, such as an account manager in the Online Services, working with or for the Customer and Extellio shall be notified in the event that the Customer appoints a new contact person.

17.2  Our failure to enforce any right or provision of the Terms and Conditions shall not be deemed a waiver of those rights. If any provision of the Terms and Conditions is held to be invalid or unenforceable by a court, the remaining provisions of the Terms and Conditions will remain in full force and effect.

17.3  Extellio reserves the right to make reasonable changes and additions to the Terms and Conditions and its annexes during the Agreement Term. Unless otherwise specified in a change of conditions, the following applies. Such changes and additions take effect at the time of contract renewal, with the exception of situations where they have been accepted before or at any other earlier time if required by law, government regulation or precedential court decision.

17.4  A Party may not assign all or part of the Service Agreement to a third party without the consent of the other Party. However, Extellio may assign the Service Agreement to companies within Extellio’s corporate group. Such assignments must be notified to the Customer.

17.5  The Agreement is governed by Swedish law. Disputes relating to the formation, interpretation or application of this Agreement and the agreements and legal relationships arising therefrom shall be settled by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the Stockholm Chamber of Commerce. In the event that the value in dispute in a case exceeds SEK 1,000,000, the dispute shall be settled by arbitration in accordance with the Rules of Arbitration of the Arbitration Institute of the Stockholm Chamber of Commerce.