These General Terms (“Terms”) have been attached to the offer provided by FeedbackFrog (the “Offer”) and apply for FeedbackFrog’s provisioning of the services specified in the Offer (hereinafter called the “Project”) to the customer (“Customer”). Each of FeedbackFrog and Customer is hereinafter also referred to as “Party” or together the “Parties”.
Acceptance of the Offer shall be made in writing by a person with authority and legal capacity to enter into a legally binding agreement on behalf of the Customer. By accepting the Offer Customer warrants to have read and understood the Terms and agree to be bound by all of its contents and warrants that the Offer has been accepted by a person with authority and legal capacity to enter into a legally binding agreement with FeedbackFrog on behalf of Customer.
If Customer accepts the Offer, within the time limits provided therein, FeedbackFrog shall provide to Customer the services included in the Project, and Customer shall pay the price quoted in the Offer. The Project shall be completed in according to the requirements, quantity, timelines and other criteria set out in the Offer.
FeedbackFrog shall perform all parts of the Project in a professional manner and with the skill and care which Customer has reason to expect from a well-reputed company in the industry. The Parties will cooperate continuously with each other in good faith on all issues arising in connection with performance of the Project. FeedbackFrog will comply with the reasonable instructions and guidelines issued by Customer from time to time concerning performance of the Project. Customer shall provide FeedbackFrog with the information and resources necessary to perform the Project.
Customer may not reschedule the participant study included in the Project (the “Study”) for an earlier date than stated in the Offer. Customer may, however, reschedule the Study for a date up to ten (10) days later than the first date of the Study stated in the Offer. In such case, FeedbackFrog is entitled to charge Customer an additional fee corresponding fifty percent (50%) of the Project fee in order to compensate for performed work and accrued costs until receipt of notice of rescheduling.
Customer may reschedule the Study by giving notice in writing to FeedbackFrog within three (3) business days from accepting the Offer. If notice of rescheduling is received by FeedbackFrog later than three (3) business days from accepting the Offer, or if Customer reschedules the Study to a date later than ten (10) days from the original date stated in the Offer, the rescheduling will be treated as a cancellation (as described below).
In the event the Project is canceled by Customer within three (3) business days from accepting the Offer, FeedbackFrog is entitled to charge Customer a fee corresponding fifty percent (50%) of the Project fee in order to compensate for performed work and accrued costs until receipt of notice of cancellation. In the event of cancellations made later than three (3) business days from accepting the Offer, FeedbackFrog shall be entitled to charge Customer the full Project fee to compensate for performed work and accrued costs.
If less than ninety percent (90 %) of ordered participants show up to the Study on the agreed time and date, and the Study cannot be performed due to lack of participants, Customer shall be credited for the recruitment fee and the participant incentive, as set out in the Offer, regarding the participant(s) that did not show up. Crediting of said fees shall be Customer’s sole remedy in case of no-shows.
Customer shall pay the price for the Project quoted in the Offer. If Customer orders additional services not included in the Project, Customer shall pay the price quoted in the net price list applied by FeedbackFrog at the time of such additional services are ordered by Customer. All fees and charges are set out exclusive of value added tax (VAT) and other additional taxes and charges.
FeedbackFrog will remunerate participants with gift cards, cash or other incentives, for their participation in the Project (“Participant Incentives”). Participant Incentives are solely determined by FeedbackFrog, meaning that Customer may not choose the type or amount of the remuneration provided to participants for taking part of the Project. Participant Incentives are included in the Project fee stated in the Offer.
The fees shall be paid in advance upon receipt of invoice. Payment shall be received by FeedbackFrog no later than thirty (30) days from the date of the invoice. Invoice objections must be presented in writing no later than three (3) weeks after the date of invoice. Even if an objection has been raised within such period, Customer shall pay the undisputed part of the invoiced amount by the due date. In the event Customer fails to make payment on due date, FeedbackFrog shall be entitled to charge for payment reminders, collection charges and late payment interest. Late payment shall carry interest according to the Swedish Interest Act (1975:635) on the outstanding amount until full payment has been made.
FeedbackFrog has the right to assign its right for payment under the Terms to a third party.
Intellectual Property Rights
Ownership of and all Intellectual Property Rights in the services provided by FeedbackFrog, and any derivatives, enhancements or improvements thereof, vest exclusively in FeedbackFrog and, or as the case may be, its suppliers or licensors. “Intellectual Property Rights” shall mean any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, design right, database right, topography right, trademark, service mark, the right to apply to register any of the aforementioned rights, trade secret, right in unpatented know-how and any other intellectual or industrial property right, in any part of the world. Except for the limited rights expressly granted under the Terms, nothing in the Terms or otherwise between the Parties shall be construed as transferring or assigning the title or ownership of any Intellectual Property Rights in the services from FeedbackFrog to Customer.
Customer shall be the sole and exclusive owner of all deliverables generated as part of the Project (“Results”), including any intellectual property rights in the Results.
Customer hereby gives FeedbackFrog a non-exclusive, non-transferable and revocable right to use and display Customer’s trademarks and images on FeedbackFrog’s website for the purpose of performing the services and marketing the Study to participants during the term of the Project. FeedbackFrog shall use any trademarks or images in accordance with Customer’s instructions.
Each Party acknowledges that all non-public information provided by the other Party in connection with the Project is regarded as confidential information. All confidential information provided by a Party shall be used by the other Party solely for the purposes of performing its obligations under the Terms and shall not be disclosed to any third party without the prior consent of the providing Party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in through violation of this clause, or which is required to be disclosed by applicable law or regulation. The confidentiality obligations in this clause shall remain in force for one (1) year after termination of the Project, except for trade secrets, which shall be protected without limitation in time.
During the Project and for a period of twelve (12) months thereafter, Customer may not, directly or indirectly solicit, entice, encourage or attempt to solicit, entice or encourage any participant of the Study to partake in Customer’s studies, tests, reviews, surveys or research or similar, without FeedbackFrog’s prior written approval. If Customer fails to comply with this provision, FeedbackFrog is entitled to charge Customer a penalty fee of 5000 SEK.
Statistics and Data
Customer owns the data provided to FeedbackFrog by Customer in connection with the Project. FeedbackFrog may freely utilize data generated in the system log files to optimize and improve FeedbackFrog’s services. FeedbackFrog shall have the right to anonymize any and all data used in the Project. The anonymization procedure shall be sufficient to ensure that no data can be converted back to personal data. FeedbackFrog shall own the right and title to all such anonymized data without limitation in time and use for any purpose.
Personal Data Protection
In connection with the Project, FeedbackFrog will transfer personal data regarding participants to Customer. Each of Customer and FeedbackFrog shall be individually responsible, as a sole data controller, for its own processing of participants’ personal data pursuant to and/or in connection with the Project and for ensuring that its processing is lawful under the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and other applicable data protection laws. This means that each Party independently determines the means for its respective processing of personal data and is responsible for informing participants of its data processing.
FeedbackFrog will ensure that sourced participants declare that they meet the participant requirements set in the Offer. Customer acknowledges, that FeedbackFrog is not capable of validating the information provided by participants when applying to the Project, and that FeedbackFrog thereby cannot guarantee that information provided by participants is true and correct. FeedbackFrog does not guarantee that participants’ answers, behavior, and engagement are of a satisfactory quality to Customer and is in line with Customer’s expectations.
Limitation of Liability
The Parties’ liability is limited as follows:
(i) Neither Party shall be liable for consequential or indirect losses, such as lost profits, costs of retaining another provider, and similar costs or losses, except in case of breach of Intellectual Property Rights and/or confidentiality;
(ii) In no event shall FeedbackFrog’s total liability for any damages, direct or indirect, arising from or in connection with the Project exceed the fees paid by Customer for the Project; and
(iii) FeedbackFrog is not liable for Customer’s loss of data.
The limitation of liability above shall not apply if a Party has acted willfully and/or with gross negligence.
Neither Party shall be liable to the other Party for any delay or failure in performance of the Terms to the extent such delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirement, civil or military authority, inability to secure materials or labor or any other causes beyond its reasonable control. Any such delay or failure shall suspend the Terms until the force majeure ceases.
Term and termination
The Terms shall be valid as of the date of acceptance of the Offer and shall remain in force until the end of the Project.
Each Party has the right to terminate the Project with immediate effect:
(i) if the other Party has committed a material breach and does not remedy the same no later than thirty (30) days from notification requiring the defaulting Party to remedy the same; or
(ii) the other Party suspends its payments, decides on, whether voluntary or involuntary, liquidation, applies to reorganize the company or bankruptcy (or if another part applies for the Party’s bankruptcy) or otherwise reasonably can be assumed to be insolvent.
Notice of termination must be sent to the other Party in writing to the email address provided for in the Offer.
Upon termination of the Project, all unpaid fees for services performed by FeedbackFrog until the date of termination shall be payable, irrespective of the cause of termination. FeedbackFrog shall invoice Customer for all unpaid fees within ten (10) business days from termination. Upon termination of the Project, FeedbackFrog shall delete all Customer data, unless otherwise required by law.
No consent or waiver, express or implied, by either Party of any breach or default of the other Party in performing its obligations under the Terms shall be deemed or construed to be a consent or waiver of any other breach or default by the other Party of the same or any other obligation hereunder. No waiver of any rights under the terms shall be effective unless in writing and signed by the waiving Party.
Only those amendments and additions to the Offer or the Terms that are made in writing and signed by the Parties are valid. The contents of the Offer shall supersede all previous written or oral commitments and undertakings.
Neither Party may wholly or partly assign or pledge its rights and/or obligations under the Terms to any third party without the prior written approval of the other Party.
If any provision of the Terms or part thereof is held invalid, this shall not affect the remaining provisions of the Terms, unless the obligations of a Party hereto without the invalid part of the Terms are or will become unreasonably onerous
Governing law and disputes
The Terms shall be governed by the substantive law of Sweden. Any dispute, controversy or claim arising out of or in connection with the Terms or Project, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm. The arbitration proceedings shall be conducted in Swedish or English.