These General Terms (“Terms”) apply for FeedbackFrog’s provisioning of the services specified in the Frame Agreement (hereinafter called the “Services”) to the customer (“Customer”). Each of FeedbackFrog and Customer is hereinafter also referred to as “Party” or together the “Parties”. The Frame Agreement and the Terms together form the “Agreement”.
Acceptance of the Agreement 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 Agreement Customer warrants to have read and understood the Terms and agrees to be bound by all of its contents and that the Agreement has been accepted by an authorised representative.
FeedbackFrog shall provide to Customer the Services ordered by Customer and accepted by FeedbackFrog. Orders are submitted electronically through the platform available at https://www.feedbackfrog.com (each an “Order”). FeedbackFrog shall confirm the Order and shall provide Customer with an offer with applicable pricing for the Services included in the Order (the “Offer”). A binding order forms when Customer accepts the Offer. . The Services shall be completed according to the requirements, quantity, timelines and other criteria set out in each agreed upon Offer.
Performance of the Services
FeedbackFrog shall perform all parts of the Service 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 Services. FeedbackFrog will comply with the reasonable instructions and guidelines issued by Customer from time to time concerning performance of the Services. Customer shall provide FeedbackFrog with the information and resources necessary to perform the Services.
Upon acceptance of the Agreement, and subject to Customer’s compliance with the terms therein, Customer is granted a non-exclusive and non-transferable right to access and use FeedbackFrog’s SaaS platform for ordering and administration of the Services (the “Platform”) during the term of the Agreement. Customer acknowledges that the Platform is provided “as is” and “as available”.
Only Customer and those of Customer’s staff who are authorised by Customer to use the Platform, and who have been given user logins and passwords by Customer (“Users”) may access and use the Platform and materials provided by FeedbackFrog through the Platform. Customer agrees to comply, and ensure that Users comply, with the User Terms for the Platform, which are hereby incorporated by reference and considered an integral part of the Terms.
Customer may not reschedule the participant study included in the Offer (each a “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 fee quoted in the Offer 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 Study is cancelled 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 fee indicated in the Offer 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 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 quoted in each Offer. If Customer orders additional services not included in the Offer, Customer shall pay the price quoted in the net price list applied by FeedbackFrog at the time 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 or other incentives, for their participation in the Study (“Participant Incentives”). Participant Incentives are solely determined by FeedbackFrog, as part of the project planning and management. The Customer may not choose the type or amount of the remuneration provided to participants for taking part of the Study. Participant Incentive fees are stated in the price list.
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 a period, Customer shall pay the undisputed part of the invoiced amount by the due date. In the event Customer fails to make payment on a 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 website and Platform 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.
Intellectual Property Indemnification
FeedbackFrog shall indemnify the Customer from all claims from third parties, any direct costs, losses or damages suffered or incurred by the Customer as a result from Customer’ use of the Platform or any Intellectual Property Rights that FeedbackFrog is responsible for in accordance with the Terms.
Marketing and Customer’s trademarks
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 and Platform for the purpose of performing the services and marketing the Study to participants . 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 under the Agreement or a Study is regarded as confidential information. All confidential information provided by a Party shall be used by the receiving Party solely for the purposes of performing its obligations under the Agreement and shall not be disclosed to any third party without prior written approval of the providing Party. The foregoing shall not be applicable to any information that (a) is publicly available (b) has been independently developed by the receiving Party without the use of confidential information, (c) is obtained by the receiving Party other than through a breach of confidence, or (d) 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 expiry or termination of the Agreement, except for trade secrets, which shall be protected without limitation in time.
During the term of the Agreement 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 Services. FeedbackFrog may freely utilise data generated in the system log files to optimise and improve FeedbackFrog’s services. FeedbackFrog shall have the right to anonymize any and all data used in the Services. 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 Studies, 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 Study 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. The Parties will enter into a separate data sharing agreement to regulate their respective responsibilities prior to any data transfer taking place.
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 Studies, and that FeedbackFrog thereby cannot guarantee that information provided by participants is true and correct. FeedbackFrog does not guarantee that participants’ answers, behaviour, 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 the Agreement exceed the fees paid by Customer to FeedbackFrog during the immediately preceding 12-month period; and
(iii) FeedbackFrog is not liable for Customer’s loss of data.
Neither Party shall be liable to the other Party for any delay or failure in performance of its obligations under the Frame Agreement to the extent such delay or failure is caused by force majeure events, such as fire, flood, explosion, accident, war, strike, embargo, governmental requirement, civil or military authority, inability to secure materials or labour or any other causes beyond its reasonable control. Any such delay or failure shall suspend the Party’s obligations until the force majeure ceases.
The term of the Agreement is set out in the Frame Agreement.
In addition to what is stated in the Frame Agreement about termination, each Party has the right to terminate the Agreement 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 reorganise 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 Frame Agreement.
Effects of termination
Upon termination or expiry of the Agreement, all unpaid fees for Services performed by FeedbackFrog until the date of termination or expiry shall be payable. FeedbackFrog shall invoice Customer for all unpaid fees within ten (10) business days from termination or expiry. Upon termination of the Agreement, FeedbackFrog shall delete all Customer data, unless otherwise required by law.
Governing law and disputes
The Agreement shall be governed by the substantive law of Sweden. Any dispute, controversy or claim arising out of or in connection with the Agreement, 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.