Terms of Service

Last Updated

1. Background

1.1 The following terms shall apply together with the Order Confirmation Form (“OCF”) and together with any additional terms for specific add-ons for the provision of licenses to Xpektor Tech AB’s product (as defined below) to the Customer, as specified in the OCF and these general terms.

1.2 In the event the OCF conflicts with these terms, the provisions of the OCF shall prevail.

1.3 In the event of conflicting provisions between the Data Processing Agreement and other agreements between the parties, the Data Processing Agreement shall prevail in matters concerning personal data.

2. Definitions

The following definitions shall apply to these terms:

"Agreement" means these terms together with the OCF, the Data Processing Agreement, and any additional terms for specific add-ons.

"Authorized Users" means the named individuals (up to the agreed number of users stated in the OCF) authorized by the Customer and Xpektor Tech AB to use the Product under this Agreement, who must at all times be employees of the Customer and primarily located at the site, country, region, or global location(s) specified in the OCF.

"Customer" means the contractual party to Xpektor Tech AB under these General Terms and Conditions.

"Customer Data" means all information or data provided by the Customer to Xpektor Tech AB that originates from the Customer’s organization through use of the Product or otherwise provided by the Customer to Xpektor Tech AB for the performance of this Agreement.

"Customer Personal Data" means personal data received from the Customer or collected through Authorized Users’ use of the Product or through facilitating the Customer’s use of the Product, relating to personal data connected to the Customer’s organization.

"Effective Date" means the signing date stated in the OCF.

"Internal Business Use" means use of the Product within the Customer’s business or organization for the purpose of supporting the Customer’s operations.

"License Fee" means the license fee payable by the Customer to Xpektor Tech AB for the provision of the Product as specified in the OCF.

"Part or Parties" refers to either the Customer or Xpektor Tech AB individually or both together.

"Personal Data" means personal data as defined in the applicable legislation of the European Union.

"Privacy Policy" means Xpektor Tech AB’s policy regarding the processing of personal data available at www.xpektor.com.

"End User" means a user invited by the Customer belonging to the organization subject to review by the Customer.

"End User Data" means data provided by End Users where the processing of any personal data is conducted in accordance with the instructions set out in the Data Processing Agreement.

"Product" means Xpektor Tech AB’s cloud-based software-as-a-service application intended for stakeholder targeting and engagement, including modules available at the Effective Date and any add-ons purchased by the Customer according to the OCF.

3. License

3.1 Subject to the terms of this Agreement, Xpektor Tech AB hereby grants the Customer a license to the Product as described in this section.

3.2 For licenses, this section 3.2 applies: Subject to the terms of this Agreement, Xpektor Tech AB grants the Customer a non-exclusive, non-transferable, royalty-bearing license to access the Product during the license period for internal business use.

3.3 The Customer shall have a non-exclusive, royalty-free license to use content created in the Product such as visualizations, graphs, etc. (excluding third-party content) in public reports, provided that the Customer clearly states that such content originates from the Xpektor Tech AB Product and includes a copyright notice showing that the copyright belongs to Xpektor Tech AB.

4. Customer Obligations

4.1 The Customer undertakes to:

(a) pay the License Fee to Xpektor Tech AB as described in Section 9;

(b) comply with this Agreement and Xpektor Tech AB’s copyright policy (available upon request) and ensure its Authorized Users do the same. The Customer accepts responsibility for any loss, damage, cost, or liability incurred by Xpektor Tech AB resulting from an Authorized User’s breach of this Agreement;

(c) comply with all applicable laws and regulations relating to its activities under this Agreement and the license. The Customer is solely responsible for ensuring that it is legally permitted to access and use the Product in the country or countries where it is used;

(d) ensure that the Customer’s network and systems meet the relevant specifications provided by Xpektor Tech AB from time to time;

(e) be solely responsible for obtaining and maintaining network connections and telecommunications links from its systems to Xpektor Tech AB’s Product, including any issues, delays, delivery failures, or losses resulting from those connections.

4.2 Regarding Authorized Users, the Customer shall:

(a) provide Xpektor Tech AB with a list of individuals designated as Authorized Users. The list may be updated by removing or adding individuals up to the number stated in the OCF, provided there is a valid reason (such as termination of employment or change of duties) and written consent from Xpektor Tech AB (which shall not be unreasonably withheld);

(b) ensure only Authorized Users access the Product;

(c) ensure login credentials are not shared by more than one Authorized User at a time;

(d) ensure Authorized Users immediately cease using the Product when their employment with the Customer ends;

(e) ensure each Authorized User keeps their password secure and confidential.

4.3 The Customer shall not, and shall ensure that Authorized Users do not, upload, process, store, distribute, or transmit viruses, malicious code, illegal material, threatening content, defamatory content, obscene content, intellectual property infringements, discriminatory content, or other unlawful material through the Product.

4.4 The Customer shall not, and shall ensure that Authorized Users do not:

(a) copy, modify, duplicate, create derivative works, mirror, republish, download, transmit, or distribute any part of the Product except as permitted by this Agreement;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code except where permitted by mandatory law;

(c) use automated retrieval tools such as bots, spiders, or aggregators;

(d) access the Product to build a competing product;

(e) resell, lease, sublicense, transfer, distribute, or otherwise commercially exploit the Product except as allowed in Section 3.

4.5 The Customer shall make reasonable efforts to prevent unauthorized access to the Product and notify Xpektor Tech AB immediately if such access is suspected.

4.6 Xpektor Tech AB may monitor usage and access to the Product to verify compliance with this Agreement or comply with applicable laws.

4.7 Xpektor Tech AB may disable access to the Product if the Customer or any Authorized User breaches Sections 4.2, 4.3, or 4.4.


5. Xpektor Tech AB Obligations

5.1 Xpektor Tech AB shall make the Product available to the Customer during the license period subject to this Agreement.

5.2 Xpektor Tech AB shall provide the Product with reasonable skill and care.

5.3 Xpektor Tech AB shall not be responsible for non-conformity caused by misuse or modifications by anyone other than Xpektor Tech AB or its authorized agents.

If the Product does not comply, Xpektor Tech AB will use reasonable commercial efforts to correct it.

However, Xpektor Tech AB:

(a) does not guarantee uninterrupted or error-free use of the Product;

(b) is not responsible for delays, delivery failures, or data loss caused by communication networks including the internet.

5.4 Xpektor Tech AB will use reasonable efforts to make the Product available 24 hours per day, 7 days per week, subject to Sections 5.5 and 13.2.

5.5 Xpektor Tech AB may temporarily suspend access for maintenance or upgrades.

5.6 If the Product infringes intellectual property rights, Xpektor Tech AB may:

  • obtain the right for the Customer to continue using it

  • replace or modify the Product

  • remove the infringing part

  • terminate the license and refund the remaining license period pro rata.

6. Customer Data

The Customer authorizes Xpektor Tech AB to collect and process Customer Data for the purpose of fulfilling this Agreement, providing support, and improving the Product.

Customer Data shall be kept secure and will not be shared with third parties except necessary cloud hosting providers.

7. Personal Data

7.1 The Customer shall assist Xpektor in informing Authorized Users about how their personal data may be processed.

7.2 Xpektor Tech AB shall comply with its Privacy Policy when processing Customer Personal Data.

7.3 The Customer must comply with all applicable privacy and marketing laws.

8. Third-Part Providers

The Product may link to third-party websites. Access to such websites is at the Customer’s own risk, and Xpektor Tech AB has no responsibility for their content.

9. Payment

9.1 The Customer shall provide valid billing information at the Effective Date.

9.2 Invoices will be issued according to the OCF and delivered electronically.

9.3 If payment is not received within 20 days after the due date:

(a) Xpektor Tech AB may suspend access to the Product;
(b) interest of 10% will accrue until payment is made.

10. Ownership

All intellectual property rights related to the Product belong to Xpektor Tech AB or its licensors.

This includes databases, methodologies, algorithms, software, source code, visualizations, layouts, trademarks, and related materials.

11. Confidentiality

Confidential information includes all technical or commercial information disclosed between the parties.

The parties agree to:

  • use confidential information only for purposes of the Agreement

  • not disclose it to third parties

  • ensure employees respect confidentiality.

This obligation remains valid for five (5) years after termination.

12. Indemnification

The Customer shall indemnify and hold Xpektor Tech AB harmless from claims, damages, losses, and legal costs arising from:

  • infringement of rights

  • the Customer’s breach of this Agreement.

13. Limitation of Liability

Xpektor Tech AB:

  • provides the Product “as is”

  • does not guarantee the accuracy of all information

  • is not responsible for decisions made by the Customer based on the Product.

Force majeure events (such as strikes, war, network failures, or disasters) relieve Xpektor Tech AB from liability.

The total liability of Xpektor Tech AB shall not exceed the amount paid by the Customer for the Product during the year the liability arose.

14. Term and Termination

The Agreement begins on the Effective Date and continues during the license period, automatically renewing if stated in the OCF.

Either party may terminate the Agreement if:

  • a material breach is not remedied within 30 days

  • the other party becomes insolvent or enters liquidation.

Xpektor Tech AB may terminate immediately if the Customer becomes a competitor or transfers the Product to competitors.

Upon termination:

  • all licenses end immediately

  • confidential information must be deleted within 10 days

  • outstanding fees become immediately payable.

15. General Provisions

15.1 If any provision is invalid, the rest of the Agreement remains valid.

15.2 This Agreement constitutes the entire agreement between the parties.

15.3 The Customer may not transfer rights without written consent from Xpektor Tech AB.

15.4 Notices must be in writing. Xpektor Tech AB may provide notices via the Product.

15.5 This Agreement is governed by Swedish law.

15.6 Any disputes shall be subject to the exclusive jurisdiction of Swedish courts.