General Terms

1. About these terms

fDeploy is sold to organisations only. By placing an Order, you confirm that you are acting in the course of a trade, business, craft, or profession, and not as a consumer. The Swedish Consumer Sales Act (konsumentköplagen) and the Swedish Distance and Off-Premises Contracts Act (lag om distansavtal och avtal utanför affärslokaler) do not apply to this Agreement.

The Agreement applies to every Order you place with us, in every channel, unless we have signed a separate written agreement that expressly overrides it. If your purchase order, procurement portal, or other ordering document contains terms that conflict with the Agreement, those conflicting terms have no effect.

2. Definitions

Capitalised terms have the meaning given below; other capitalised terms are defined where they first appear.

• Affiliate — any entity that controls, is controlled by, or is under common control with a party, where "control" means more than 50% of the voting equity.
• Documentation — the published technical documentation for the Software, available at docs.fdeploy.com.
• License Term — the period for which a Subscription is valid, as stated in the applicable Order Confirmation.
• Order — your request to subscribe to fDeploy, placed by email, procurement portal, or other channel we make available.
• Order Confirmation — our written confirmation (typically by email) of an accepted Order, stating the Software, License Term, fees, and any other commercial terms.
• Software — the fDeploy Server, the fDeploy Agent, and any other software components we make available under the Agreement, including all updates, upgrades, and new versions provided during the License Term.
• Subscription — your time-limited right to install and use the Software, as scoped by the applicable Order Confirmation and the Product Terms.

3. Orders and license grant

3.1 How paid Subscriptions are formed

You place an Order for a paid Subscription by sending us the relevant details (legal entity, billing contact, scope of Subscription) by email or through any ordering channel we make available. The Agreement is formed when we issue an Order Confirmation. Quotes are valid for thirty (30) days from the date of issue unless we state otherwise in writing.

3.2 Community-tier acceptance

We make a Community tier of fDeploy available without charge and without an Order Confirmation. By downloading, installing, or using the Software under the Community tier, you accept the Agreement and become bound by it for as long as you continue to use the Software. The Community tier is subject to the limits set out in the Product Terms; if your usage exceeds those limits, you must either reduce it to within the Community limits or place an Order for a paid Subscription.

3.3 License grant

Subject to your acceptance of the Agreement, your payment of any applicable fees, and your ongoing compliance with the Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, worldwide, time-limited license during the License Term to install and use the Software for your internal business purposes, within the scope set out in the Product Terms and your Order Confirmation (or, for the Community tier, within the Community limits set out in the Product Terms).

3.4 Affiliates

Your Affiliates may use the Software under your Subscription, provided that you remain responsible for their compliance with the Agreement. Affiliate use counts toward your licensed scope.

4. Restrictions on use

You will not, and will not permit any third party to:

• copy, modify, translate, or create derivative works of the Software, except as expressly permitted by the Agreement or by mandatory law;
• reverse engineer, decompile, or disassemble the Software, except to the extent that this is permitted by mandatory law and you have first asked us in writing to provide the relevant interoperability information and we have failed to do so within a reasonable time;
• remove or alter any proprietary notices, license keys, or identifiers in the Software;
• sell, rent, lease, sublicense, distribute, or otherwise make the Software available to any third party as a hosted or managed service;
• use the Software to develop a product or service that competes with fDeploy, or for the purpose of benchmarking or competitive analysis without our prior written consent;
• use the Software in violation of applicable law, including export-control, sanctions, and data-protection law.

5. Fees, invoicing, taxes, and payment

5.1 Fees

Fees are stated in the applicable Order Confirmation and are quoted in United States dollars (USD). Our published price list at fdeploy.com/#pricing applies unless your Order Confirmation states otherwise. Fees are calculated on the basis of your Subscription scope at the start of each License Term.

5.2 Invoicing and payment

We invoice annually in advance, in USD, on or shortly after the start of each License Term. Payment is processed through Stripe Payments Europe, Limited ("Stripe"), our payment processor, using the payment methods Stripe supports (including major credit and debit cards). By providing payment-method details, you authorise us and Stripe to charge those amounts to that payment method on the dates the fees become due, including on each renewal under Section 6.1. For renewals or higher-volume orders, payment by bank transfer may be available on request, in which case the invoice is payable within thirty (30) days of the invoice date.

5.3 Taxes

Fees are stated exclusive of value added tax (VAT), goods and services tax (GST), sales tax, and any other applicable indirect taxes, duties, or levies. We use Stripe Tax to determine and collect applicable indirect taxes based on the billing address and tax-status information you provide. For Customers established in the European Union outside Sweden who provide a valid VAT identification number, the reverse-charge mechanism under Article 196 of Council Directive 2006/112/EC applies and we will not charge VAT. For Customers established outside the European Union, we invoice without VAT or sales tax to the extent permitted by applicable law. You are responsible for the accuracy of the tax-status information you provide and for any additional tax that becomes due as a result of incorrect or incomplete information.

5.4 Late payment

If you do not pay an undisputed invoice by its due date, we are entitled to interest on overdue amounts at the rate set out in the Swedish Interest Act (räntelagen), and to recover reasonable collection costs in accordance with the Swedish Act on Compensation for Collection Costs (lag om ersättning för inkassokostnader m.m.). If an invoice remains unpaid for more than forty-five (45) days after its due date, we may, after giving you written notice and a further fifteen (15) days to pay, suspend the Software or terminate the Subscription in accordance with Section 6.

5.5 Disputed invoices

If you dispute an invoice in good faith, you must notify us in writing before the due date, explaining the basis of the dispute. The undisputed portion remains payable. We will work with you in good faith to resolve the dispute promptly.

5.6 Price changes

We may change our published prices at any time. A price change takes effect for your Subscription at the start of the next License Term, provided that we give you at least sixty (60) days' written notice before the renewal date. Price changes do not affect a License Term that is already in progress.

6. Term, renewal, and termination

6.1 Term and renewal

Each Subscription has an initial License Term of twelve (12) months, beginning on the date stated in the Order Confirmation. The Subscription automatically renews for successive twelve-month License Terms at the then-current price, unless either party gives the other written notice of non-renewal at least thirty (30) days before the renewal date.

6.2 Termination for material breach

Either party may terminate the Agreement for material breach by the other party if the breach is not cured within thirty (30) days after written notice describing the breach in reasonable detail. Failure to pay an undisputed invoice by its due date is a material breach.

6.3 Termination for insolvency

Either party may terminate the Agreement with immediate effect by written notice if the other party becomes insolvent, suspends payments, enters into liquidation other than for the purpose of solvent reconstruction, or has a receiver, administrator, or trustee in bankruptcy appointed.

6.4 No termination for convenience

Neither party may terminate a Subscription for convenience during a License Term. Fees paid in advance are non-refundable except where expressly stated in the Agreement or required by mandatory law.

7. Effect of expiry or termination

On expiry or termination of a Subscription, the deployment functionality of the Software will become unavailable in accordance with the Product Terms. Sections of the Agreement that by their nature should survive (including Sections 4, 5 (for amounts already accrued), 8, 9, 10.3, 11, 12, 14, 15, and 16) survive termination.

Termination does not affect any rights or remedies that have accrued before the date of termination. Each party will return or, at the other party's written request, destroy all Confidential Information of the other party in its possession or control, except for copies retained for legal, regulatory, or routine backup purposes, which remain subject to the confidentiality obligations in Section 8.

8. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, in any form, that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The Software, the Documentation, our pricing, and any non-public information about our business are our Confidential Information.

Each party will (a) use the other party's Confidential Information only as needed to exercise its rights and perform its obligations under the Agreement, (b) protect it using at least the same degree of care it uses for its own confidential information of similar importance, and in any event no less than a reasonable degree of care, and (c) not disclose it to any third party except to its employees, contractors, advisors, and Affiliates who need to know it and are bound by written confidentiality obligations no less protective.

Confidential Information does not include information that the receiving party can show was (i) already known to it without an obligation of confidentiality, (ii) independently developed without use of the disclosing party's Confidential Information, (iii) lawfully received from a third party without restriction, or (iv) became publicly available without breach of the Agreement. A party may disclose Confidential Information to the extent required by law, court order, or competent regulator, provided that, where lawful, it first gives the other party reasonable notice and a chance to seek a protective order.

Each party's obligations under this Section 8 continue for three (3) years after the termination or expiry of the Agreement. For Confidential Information that constitutes a trade secret within the meaning of the Swedish Trade Secrets Act (Lag (2018:558) om företagshemligheter), or equivalent law applicable to the disclosing party, the obligations continue for as long as the information continues to qualify as a trade secret. For copies of Confidential Information that a receiving party retains for legal, regulatory, or routine backup purposes after termination, the obligations in this Section 8 continue for as long as those copies are retained.

Each party acknowledges that a breach of this Section 8 may cause the other party irreparable harm for which monetary damages would be an inadequate remedy, and agrees that the other party is entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the need to prove actual loss or post a bond or other security.

9. Intellectual property

9.1 Ownership

We and our licensors own all right, title, and interest in and to the Software and the Documentation, including all intellectual property rights. You own all right, title, and interest in and to your data, configurations, deployment artefacts, and any other materials you input into or generate using the Software. No rights are granted other than those expressly stated in the Agreement.

9.2 Feedback

If you give us feedback, suggestions, or ideas about the Software, we may use them without restriction or obligation, provided that we do not identify you as the source without your consent.

10. Warranties and disclaimers

10.1 Mutual warranties

Each party warrants that it has the legal power and authority to enter into the Agreement and to perform its obligations.

10.2 Software warranty

We warrant that, during the License Term, the Software will materially conform to the Documentation when installed and used in accordance with the Documentation and the Agreement. As your sole remedy and our entire liability for any breach of this warranty, we will use reasonable efforts to correct the non-conformity, or, if we are unable to do so within a reasonable time, refund the fees paid for the non-conforming part of the Subscription pro rata for the unexpired portion of the License Term.

10.3 Disclaimer

Except as expressly stated in this Section 10, the Software and any associated services are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all other warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, or non-infringement, and any warranty arising from a course of dealing or usage of trade. We do not warrant that the Software will be uninterrupted or error-free, or that it will meet your specific requirements.

11. Indemnification

11.1 Our IP indemnity

We will defend you against any third-party claim alleging that the Software, when used in accordance with the Agreement, infringes that third party's intellectual property rights, and we will pay the damages or settlement amount finally awarded against you (and your reasonable legal costs), provided that you (a) promptly notify us in writing of the claim, (b) give us sole control of the defence and settlement, and (c) provide reasonable cooperation at our expense.

If the Software becomes, or in our reasonable opinion is likely to become, the subject of such a claim, we may, at our option and expense, (i) procure the right for you to continue using the Software, (ii) modify or replace it so that it is non-infringing, or (iii) if neither of (i) or (ii) is reasonably available, terminate the affected Subscription and refund the fees paid for the unexpired portion of the License Term.

We have no obligation under this Section 11.1 to the extent the claim arises from (1) modifications to the Software not made by us, (2) combination of the Software with any product, service, or technology not provided by us, where the claim would have been avoided but for the combination, (3) use of the Software outside the scope of the license granted, or (4) your continued use of an allegedly infringing version of the Software after we have made a non-infringing version available to you.

11.2 Your indemnity

You will defend us against any third-party claim arising from (a) your or your users' use of the Software in breach of the Agreement, (b) any data, configuration, or content you process using the Software, or (c) your violation of applicable law in connection with the Software, and you will pay the damages or settlement amount finally awarded against us (and our reasonable legal costs), subject to the same procedural conditions as Section 11.1.

11.3 Sole remedy

This Section 11 sets out each party's exclusive remedy and the other party's entire liability for third-party intellectual property infringement claims.

12. Limitation of liability

12.1 Excluded losses

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, or data, in each case howsoever arising and whether under contract, tort (including negligence), statute, or otherwise, even if the party has been advised of the possibility of such damages.

12.2 Aggregate cap

To the maximum extent permitted by law, each party's total aggregate liability arising out of or in connection with the Agreement (whether under contract, tort, statute, or otherwise) is limited to the greater of (a) the fees paid or payable by you to us under the affected Subscription in the twelve (12) months immediately preceding the event giving rise to the liability, or (b) USD 5,000.

Notwithstanding the previous paragraph, our aggregate liability under our intellectual property indemnity in Section 11.1 is limited to three (3) times the amount calculated under the previous paragraph (the "IP Supercap"). The IP Supercap applies to all claims under Section 11.1 in aggregate and is not multiplied by the number of claims, claimants, or affected Subscriptions.

12.3 Mandatory exceptions

Nothing in the Agreement excludes or limits either party's liability for (a) personal injury or death caused by negligence, (b) gross negligence (grov vårdslöshet) or wilful misconduct (uppsåt), (c) fraud or fraudulent misrepresentation, (d) breach of confidentiality obligations under Section 8, or (e) any other liability that cannot be excluded or limited under mandatory Swedish law.

For the purposes of paragraph (b), conduct constitutes grov vårdslöshet only where it amounts to a serious and substantial deviation from the standard of care reasonably expected of the party in the circumstances, combined with awareness — or circumstances in which the party should have been aware — of a substantial risk that material harm would result. Ordinary negligence, mistakes of judgement, and isolated operational errors are not, of themselves, grov vårdslöshet. This paragraph is intended to reflect the threshold applied by Swedish courts in commercial cases (see in particular NJA 2017 s. 113 and successors).

12.4 Time bar

Any claim arising out of or relating to the Agreement must be brought within three (3) years of the date the claimant first knew or ought reasonably to have known of the facts giving rise to the claim, failing which the claim is barred.

12.5 Burden of proof

A party seeking to disapply the limitations in this Section 12 by invoking an exception under Section 12.3 bears the burden of proving that the conditions for that exception are met.

13. Force majeure

Neither party is liable for any delay or failure to perform its obligations under the Agreement (other than payment obligations) caused by an event beyond its reasonable control, including acts of God, war, terrorism, riot, civil unrest, government action, labour disputes not involving its own workforce, epidemic, fire, flood, earthquake, nationwide failures of internet or telecommunications, or denial-of-service attacks. The affected party will notify the other party promptly and use reasonable efforts to mitigate the impact. If the event continues for more than ninety (90) days, either party may terminate the affected Subscription by written notice without further liability, except that we will refund any prepaid fees for the unused portion of the License Term.

14. Compliance with laws

14.1 General compliance

Each party will comply with all laws applicable to its business and to its performance of the Agreement, including data-protection law, employment law, tax law, and laws governing the marketing and supply of software.

14.2 Anti-bribery and anti-corruption

Each party will comply with all applicable anti-bribery and anti-corruption laws, including the Swedish Penal Code provisions on bribery (Brottsbalken Chapter 10, Sections 5a–5e), the UK Bribery Act 2010 where it applies, and the United States Foreign Corrupt Practices Act where it applies. Neither party will, directly or indirectly, offer, give, request, or accept any payment, gift, hospitality, or other advantage that would constitute an unlawful inducement under any of those laws. Each party will maintain adequate procedures designed to prevent bribery and corruption by its personnel, contractors, and intermediaries.

14.3 Sanctions

Each party represents that it is not, and is not owned or controlled by, a person or entity on a sanctions list maintained by the United Nations, the European Union, the United States Department of the Treasury (Office of Foreign Assets Control), or the United Kingdom (HM Treasury), and that it is not located in or established in a comprehensively sanctioned country or territory. Each party will not use the Software, or permit it to be used, in violation of any applicable economic or trade sanctions, and will not export, re-export, or make the Software available, directly or indirectly, to any sanctioned person, entity, country, or territory.

14.4 Export controls

The Software may be subject to export-control laws of the European Union (including Regulation (EU) 2021/821 on dual-use items) and of other jurisdictions. You will comply with all applicable export-control laws in your use, possession, and onward transfer of the Software, and you are responsible for obtaining any licences or authorisations required for the destinations, end-users, and end-uses to which you apply the Software. You will not use the Software in connection with the development, production, or use of weapons of mass destruction or any other prohibited end-use.

14.5 Compliance breach

A breach of this Section 14 is a material breach of the Agreement for the purposes of Section 6.2. Either party may suspend performance of its obligations under the Agreement with immediate effect on written notice to the other party if it reasonably believes that continued performance would cause it to breach this Section 14.

15. General provisions

15.1 Assignment

Neither party may assign or transfer the Agreement without the other party's prior written consent, except that either party may assign the Agreement to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, in each case on written notice to the other party. Any purported assignment in breach of this Section is void.

15.2 Subcontractors

We may use subcontractors to perform our obligations under the Agreement. We remain responsible for our subcontractors' acts and omissions as if they were our own. The use of sub-processors that process personal data on your behalf is governed by the Data Processing Agreement.

15.3 Notices

Notices under the Agreement must be in writing and are effective when delivered. Notices to us must be sent to [email protected] with a copy to our registered office. Notices to you may be sent to the email address you have given us as your billing or notice contact, or to your registered office. Routine commercial communications (including invoices and renewal reminders) may be sent by email only.

15.4 Modifications to the Agreement

We may modify the Agreement from time to time. For changes that are not materially adverse to you (including changes required by law or to reflect new features), the modified version applies from the date we publish it at fdeploy.com/legal. For materially adverse changes, we will give you at least sixty (60) days' written notice before the change takes effect for your Subscription, and the change will not apply during your then-current License Term. If you do not accept a materially adverse change, your sole remedy is to give written notice of non-renewal under Section 6.1 before the change takes effect.

15.5 Severability

If any provision of the Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will continue in full force and effect.

15.6 No waiver

A party's failure or delay in exercising a right under the Agreement is not a waiver of that right.

15.7 No third-party beneficiaries

The Agreement does not give any rights to any person other than the parties.

15.8 Independent contractors

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.

15.9 Entire agreement

The Agreement constitutes the entire agreement between the parties about its subject matter and supersedes all prior or contemporaneous understandings, communications, and agreements, whether written or oral. The parties have not relied on any representation not expressly set out in the Agreement.

15.10 Order of precedence

In the event of a conflict between the documents that make up the Agreement, the order of precedence is: (1) the applicable Order Confirmation, (2) the Data Processing Agreement (where applicable, in respect of personal data only), (3) the Product Terms, and (4) these General Terms.

15.11 Counterparts and electronic signature

Where the Agreement, an Order Confirmation, or any amendment is executed by signature, it may be signed in any number of counterparts, each of which is an original and all of which together constitute one and the same instrument. The parties agree that an electronic signature — including a signature applied through an e-signature platform — has the same force and effect as a handwritten signature, and that signed documents may be exchanged by email or other electronic means.

15.12 Publicity

We may identify you as a customer of fDeploy by name and logo on fdeploy.com, in case studies, in marketing materials, and in pitches to prospective customers, provided that we use your name and logo only in a factual context and in accordance with any reasonable usage guidelines you provide to us in writing. You may opt out at any time by sending written notice to [email protected], and we will stop new use within thirty (30) days and remove your name and logo from materials we control as soon as reasonably practicable.

16. Governing law and disputes

16.1 Governing law

The Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of Sweden, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

16.2 Good-faith negotiation

The parties will first try to resolve any dispute through informal discussions between an executive officer of each party who has authority to settle the dispute. For fDeploy, this means the Chief Executive Officer (verkställande direktör) or a member of the board of directors. For the Customer, this means the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel, or a person of equivalent seniority who is responsible for the subject matter of the dispute. The discussions begin when one party gives the other written notice describing the dispute in reasonable detail. If the parties have not resolved the dispute within thirty (30) days after that notice, either party may proceed to mediation under Section 16.3.

16.3 Mediation

Before commencing arbitration proceedings, the parties will attempt to resolve the dispute through mediation administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the "SCC Institute") in accordance with the SCC Mediation Rules in force at the time the mediation is initiated. Either party may initiate mediation by filing a request with the SCC Institute. The mediation will be conducted in English unless the parties agree otherwise. The mediator's fees and the SCC Institute's administrative costs will be borne equally by the parties (each party paying its own legal costs), and the mediation will be confidential.

If the parties have not reached a written settlement within sixty (60) days after the SCC Institute receives the request — or earlier if the mediator declares in writing that further mediation is unlikely to result in settlement, or the parties agree in writing to terminate the mediation — either party may proceed to arbitration under Section 16.4. The three-year limitation period in Section 12.4 is suspended from the date a request for mediation is filed until the mediation ends.

16.4 Arbitration

Subject to Sections 16.2, 16.3, and 16.5, any dispute, controversy, or claim arising out of or in connection with the Agreement, or the breach, termination, or invalidity thereof, will be finally settled by arbitration administered by the SCC Institute.

The SCC Rules for Expedited Arbitrations will apply, except that the SCC Arbitration Rules will apply if the amount in dispute (excluding interest, costs, and counterclaims) exceeds SEK 5,000,000 at the time the request for arbitration is filed, in which case the arbitral tribunal will consist of three arbitrators. In all other cases the tribunal will consist of a sole arbitrator.

The seat of the arbitration will be Stockholm, Sweden. The language of the arbitration will be English unless the parties agree otherwise. The arbitral award will be final and binding on the parties.

16.5 Urgent relief and enforcement

Nothing in Sections 16.2, 16.3, or 16.4 prevents either party from applying to a court of competent jurisdiction at any time for urgent injunctive or other interim relief (including to protect intellectual property rights, to protect confidential information, or to recover an undisputed debt), or from seeking enforcement of an arbitral award in any court having jurisdiction over the relevant party or its assets.

17. Contact

Questions about these General Terms can be sent to [email protected].