Stratsys AB, 2020
1.1 These general terms and conditions (the “Terms”) describes the legal terms and conditions that apply to all Stratsys´ products and services.
1.2 Concepts starting with capital letters are defined at the end of these Terms, in the appendix “definitions”.
2.1 Stratsys provides Products as standardised cloud services on a cloud-based Platform that the Customer buys. The Customer can choose which Product or Products the Customer wants to subscribe to. In order to use the Product, the Customer also purchases a number of User Licenses (for which an ongoing fee shall be paid).
2.2 When the Customer orders the Product, the Customer is given a right to use such Product during the period for which the agreement applies. The right is non-exclusive, time-limited and non-transferable and applies to the Customer´s own business, unless otherwise stated in the Main Agreement.
2.3 Customer can reduce and increase the use of Products and User Licenses in accordance with what is stated in section 12.
2.4 The Customer has the right to use the Product for the number of Users for which the Customer has purchased User Licenses. The right applies provided that the Customer fulfills its payment obligations and other obligations under the Agreement.
2.5 Stratsys reserves the right to make improvements, additions and changes to Products. The Product is delivered when Stratsys makes the Product available at the Point of Connection.
3.1 Stratsys shall deliver Products and Consulting Services in a qualified, technically competent and professional manner.
3.2 If the Product does not fulfill what the parties have agreed on in accordance with the Agreement, Stratsys shall, within a reasonable time where practicable, rectify Defect that the Customer has complained about within the time specified in section 15.5. Stratsys´ obligation to remedy the Defect does not apply if the remedy would cause inconvenience and costs to Stratsys that are unreasonably large in relation to the significance of the Defect for the Customer.
3.3 Stratsys is responsible for providing the Product as a cloud service, including operation and maintenance. The responsibility includes a responsibility for the physical security of servers, backup of Customer Data and technical equipment connected to the operation of servers, which is necessary for providing Product.
3.4 Stratsys shall cooperate with the Customer and assist with conducting risk- and vulnerability analysis or similar and thereto related documentation. Stratsys shall contribute to audits of security or follow-ups on such audits that the Customer (or a third party on behalf of the Customer) has conducted to verify that Stratsys comply with the Terms.
3.5 Stratsys is not responsible for defects or functions in Third Party Products that may be delivered in accordance with the Agreement or integrations with them. For Third Party Products delivered in accordance with the Agreement, what is stated in the license terms for each Third Party Product regarding defects and use applies instead.
4.1 These Terms apply in applicable parts when the Customer registers for a free trial period for one or more Products via Stratsys website. Sections that by their nature do not apply during the free trial period then do not apply, including sections 3.2, 3.3, 13.3, 13.4, 13.5, 13.8 and section 6 (Availability, support and maintenance (SLA), 7 (Consulting Services), 8 (Additional Orders), 9 (Prices and payment), and 11 (Term and termination).
4.2 When Stratsys offers a free trial period, Stratsys´ obligation is limited to providing the Customer with access to the Product. Thus, Stratsys has no responsibility for the Product functioning in a certain way, or responsibility for providing the Customer with support or remedying any defects. However, we usually still provide some user support. Stratsys is also not liable for any damages, neither direct nor indirect due to the Customer´s use of the Product.
4.3 The term of agreement for the Customer´s free trial period is thirty (30) days. When the term of agreement has expired, the Customer may choose to continue using the Product and then pay for it in accordance with what is stated in the Terms. When the test period has expired, the Customer Data in the Product is deleted.
4.4 The Customer may at any time choose to end the test period and will then no longer have access to the Product. The Customer can only use one free trial period per Product.
4.5 Stratsys has the right to terminate the Agreement with immediate effect if the Customer violates the provisions of these Terms.
5.1 The Customer is responsible for the Customer´s, including its employees´ and consultants´, use of the Product. This also includes responsibility for the security, quality and legality of the Customer Data. When using the Product, the Customer must comply with applicable law.
5.2 The Customer shall not use, copy, modify or give access to the Product, in the Product included software or Documentation, to a greater extent or in any other way than is within the Product´s intended area of use or what has been agreed upon in the Agreement. The Customer shall not in any way upload illegal information in the Product.
5.3 Stratsys is not responsible for changes in Product or Consulting Services that occur due to changes at the Customer.
5.4 If the Customer does not comply with the terms of the Agreement and does not make a correction within ten (10) days of Stratsys notifying the Customer of the non-compliance, Stratsys is entitled to suspend and/or cease providing Product or Consulting Services until a correction has been made. The Customer shall indemnify Stratsys for any costs or claims arising from the Customer´s use of the Product in violation of the terms of the Agreement.
5.5 The Customer undertakes to provide documentation that Stratsys requests in order for any configuration to be carried out in accordance with what has been agreed between the parties, e.g. regarding schedule and execution.
6.1 Stratsys shall provide the Product in accordance with applicable service levels and support of Product as set forth in Stratsys´ from time to time applicable SLA.
6.2 In the event of Defect or deficiencies in the Product, the Customer is responsible for notifying Stratsys immediately in the manner specified in the SLA. Defect in the Product are corrected as specified in the SLA.
6.3 Stratsys´ responsibility for the provision of the Product in accordance with what is stated in this section 6 constitutes Stratsys´ total commitment and responsibility in relation to the Customer.
7.1 In order for the Customer to get the maximum benefit from the Product, Stratsys offers Consulting Services in counselling, adaptations, configuration, implementation and training.
7.2 If the parties have agreed that Stratsys shall perform Consulting Services, Stratsys shall perform such services in accordance with what has been agreed in the Agreement. Consulting Services must always be performed professionally and with employees suitable and qualified for the purpose.
7.3 The parties may agree that Stratsys shall perform either assignments with consulting resources (Consulting Order) in accordance with clause 7.6 or assignments as projects, e.g. adaptation of Product according to the Customer´s working methods, implementation projects or other implementations, (Project Order) in section 7.7. When Customer makes a Project Order, an agreement must be entered into regarding the content of the assignment. If such an agreement has not been entered into and/or the parties have not clearly stated that it is a Project Order, the agreement shall be deemed to constitute a Consulting Order.
7.4 The parties shall cooperate and consult in the implementation of the Consulting Services.
7.5 Unless otherwise agreed, Consulting Services on running account is performed to the price indicated in Stratsys´ from time to time applicable price list.
7.6 In the case of Consulting Order, Stratsys provides Consulting Services within the competence and to the extent agreed by the parties, e.g. a certain number of hours. In the case of a Consulting Order, Stratsys has no responsibility for results but is responsible for performing work after the agreed time with the Customer´s responsibility for results. The Customer is responsible for the consultant having access to any necessary internal resources and permits for the execution of the assignment.
7.7 Upon Project Order, the project´s content and any timetables, e.g. implementation plan and results for which Stratsys is responsible, shall be specified. Projects are carried out under Stratsys´ management and methodology, unless otherwise agreed. The Customer shall perform such things as are incumbent on the Customer and assist with all necessary resources for the agreed result to be achieved.
7.8 The Customer shall, unless otherwise stated in the Agreement, control that the result fulfills the Project Order during an acceptance control period of ten (10) calendar days before the date agreed in the Project Order for approval. The control must be recorded.
7.9 If there is a Defect in relation to the agreed Consultant Order or Project Order, Stratsys is obliged, after the Customer´s written notification of the Defect to Stratsys, to make a correction. Correction shall be made by Stratsys fulfilling the Consulting Order or Project Order and correcting any Defect in a manner that Stratsys deems appropriate. If no correction is made within a reasonable time after the Customer´s written notification of the Defect, the Customer is entitled to a reduction of the agreed price in accordance with the Consulting Order or Project Order with an amount that can reasonably be considered to correspond to the Defect. In order for the Customer to be entitled to a correction or reduction of the price as above, the Customer must notify Stratsys of the Defect in writing within a reasonable time after the Customer has discovered or should have discovered the Defect. In any case, claims for correction or reduction of the price as above must always be made in writing by the Customer to Stratsys no later than three (3) months from the completion of the Consulting Service according to a Consulting Order or the actual approval date has occurred. Otherwise, the claim must be considered forfeited. What is stated in this section 7.9 shall constitute the Customer´s only possible sanctions due to Defect in the performance of Consulting Services. In the case of a Consulting Order, Stratsys is entitled to compensation for time to rectify Defect, unless Defect is due to Stratsys´ negligence.
7.10 The Customer must approve the result when the requirements set out in the Project Order are met. Actual approval date is the day on which the result is approved in accordance with any of sections (a) - (e) below;
a) the Result has been approved by the Customer;
b) the period of acceptance control in accordance with section 7.8 above has expired without the Customer having made a justified remark;
c) the period for acceptance control according to section 7.8 above has expired and the requirements in the Project Order have not been met, but this is due to circumstances for which Stratsys is not responsible;
d) the result meets the requirements in the Project Order (after Stratsys has remedied any justified remarks that have been recorded and presented by the Customer in the acceptance control); or
e) the Customer takes the result into use in its operations, regardless of whether the result meets the requirements in the Project Order and regardless of whether the Customer has approved the result or not.
7.11 When the actual approval date has occurred, the project is completed and handed over to the Customer. All additional consultation and/or work is performed as an Additional Order according to section 8.
7.12 Deviations from the Project Order that do not in any material respect affect the Product´s intended use shall not prevent the actual approval date from occurring.
7.13 Stratsys´ delay occurs if the actual approval date occurs later than the day for approval agreed in the Project Order and this is due to factors for which Stratsys is responsible in accordance with the Agreement.
7.14 Stratsys is entitled to a reasonable extension of time if Stratsys is delayed due to circumstances for which Stratsys is not responsible.
7.15 If Stratsys is unable to use resources allocated for Consulting Services, due to circumstances that depend on the Customer or any relationship on the Customer´s side, Stratsys has, after notifying the Customer´s contact person, the right to charge compensation for such allocated time that cannot be used. This applies to the extent that Stratsys cannot assign the allocated resources to other work.
7.16 The Customer shall provide Stratsys with access to the information and documentation regarding the Customer's operations required for Stratsys to be able to perform the Consulting Services in accordance with the Agreement.
8.1 During the term of the agreement, the Customer may, under the terms of the Agreement, purchase more User Licenses and subscribe to new Products and order Consulting Services at a price specified in Stratsys from time to time applicable price list or according to a separate quote.
9.1 The Customer must pay the prices for Product and Consulting Services in accordance with Stratsys´ from time to time applicable price list. If the Parties have agreed on the price in the Main Agreement, such prices apply instead.
9.2 Stratsys has the right to adjust prices annually per calendar year, regardless of when the agreement was entered into, unless otherwise agreed.
9.3 All fixed fees are invoiced in advance. The first invoice is sent in connection with the conclusion of the Main Agreement.
9.4 Consulting Orders are invoiced on a running account monthly in arrears as the work is carried out. Project Orders are invoiced with 30% in advance at project start and thereafter continuously monthly.
9.5 Payment of invoices shall be made within thirty (30) days from the issuance of the invoice unless otherwise agreed in writing.
9.6 If payment is late or incomplete, Stratsys is entitled to default interest in accordance with the Interest Act (Sw. Räntelagen (1975: 635)) and a reminder fee and/or collection fee in accordance with applicable laws.
9.7 If payment is not received by Stratsys within ten (10) days from the date on which a written payment reminder was sent, Stratsys, in addition to other available funds under the Agreement, has the right to (i) immediately suspend Product and/or (ii) terminate the Agreement in accordance with section 11.3.
10.1 Within the scope of fulfilling the obligations under this Agreement, Stratsys will process personal data on behalf of the Customer. Within the scope of such processing, the Customer is the controller for personal data and Stratsys is the processor.
10.2 The parties have entered into a data processing agreement for this purpose.
11.1 If the parties have not agreed otherwise, the Agreement becomes effective when the Main Agreement has been entered into (for example by the Customer approving Stratsys´ offer) and applies for three (3) years. Thereafter, the Agreement is automatically renewed for one (1) year at a time until it is terminated. Such termination must be made in writing at least ninety (90) days before renewal.
11.2 Each party has the right to terminate the Agreement with immediate effect if:
A) the other party has committed a material breach of the Agreement and does not take full correction of such breach within thirty (30) days of the other party giving written notice thereof; or
B) the other party is declared bankrupt, enters into liquidation, is the subject of corporate reorganisation, cancels its payments or can otherwise reasonably be assumed to have become insolvent.
11.3 Stratsys has the right to terminate the Agreement with thirty (30) days’ notice if:
A) a third party supplier or subcontractor terminates an agreement with Stratsys and as a consequence there is no other corresponding supplier on the market for a Product and it is therefore not possible for Stratsys to continue to provide Product in accordance with the Agreement; or
B) in the event of the Customer´s breach of any of its obligations pursuant to section 5 or 9.7, or Stratsys cannot meet Customer’s change request of the documented instructions regarding processing of personal data.
11.4 When the Agreement has expired or been terminated by Stratsys in accordance with section 11.3, the Customer shall immediately cease to use Product and both parties shall return or delete such information that is covered by confidentiality in accordance with section 17 including Documentation.
11.5 Stratsys shall, upon the Customer´s written request, return the Customer Data in a generally accepted format chosen by Stratsys. The Customer must reimburse Stratsys for the reasonable costs Stratsys has for the return.
12.1 All amendments to this Agreement shall be in writing and signed by both parties except as set forth below in this section 12.
12.2 If the parties have not agreed otherwise, the Customer can reduce and increase the number of User Licenses and Products when each new payment-period starts. The Customer shall notify Stratsys of such amendments three (3) months before each new payment-period. Other amendments to the Agreement shall be made in accordance with this section 12.
12.3 If the grounds for the Agreement change significantly as a result of changes in law, constitution or by authority decision, Stratsys shall always have the right, with at least three (3) months´ written notice, to unilaterally amend the Agreement. The Customer has the right to terminate the Agreement with immediate effect if such change entails a significant inconvenience for the Customer.
13.1 Stratsys or its licensors hold all rights, including intellectual property rights, to the Product and the Documentation (including, without limitation to, such development or improvements specifically performed on behalf of the Customer and any results of Consulting Services) including software and source code. Nothing in this Agreement shall be construed as a transfer of such rights, or any part thereof, to the Customer.
13.2 The Customer has all rights, including intellectual property rights to the Customer Data. During the term of the agreement, Stratsys may use the Customer Data and data related to the Customer´s use of the Product (personal data excluded) in order to be able to develop the Platform, products and otherwise provide the Product and Consulting Services in the best way.
13.3 Stratsys shall, subject to the limitation of liability, compensate the Customer for damage suffered by the Customer as a result from claims from third parties regarding infringement of such third party´s intellectual property rights.
13.4 Stratsys´ obligation to indemnify the Customer pursuant to this section 13 applies only provided that the Customer:
A) without undue delay notifies Stratsys in writing of claims made against the Customer;
B) allows Stratsys to control the defense and make decisions alone in all related settlement negotiations; and
C) act in accordance with Stratsys´ instructions and cooperate with and assist Stratsys to the extent that Stratsys reasonably request.
13.5 If it is finally settled or comes to Stratsys´ knowledge that there is an infringement of a third party´s intellectual property rights, Stratsys may choose to either:
A) ensure the Customer a continued right to use Product;
B) change Product so that infringement no longer exists;
C) replace Product, or any part thereof, with any other non-infringing equivalent service; or
D) terminate or temporarily cease to provide Product and, after deducting the Customer´s reasonable benefit, repay the Customer´s fee paid for Product, without interest.
13.6 Stratsys´ liability for defects or infringements of intellectual property rights regarding Third Party Products is limited to an obligation to immediately report the defect/infringement to the relevant third party supplier.
13.7 Stratsys has the right to freely use the know-how, professional knowledge, experience and skills that Stratsys acquires through or in connection with providing the Product.
13.8 Stratsys´ obligations under this section 13 are conditional upon the Customer’s use of the Product exclusively in accordance with the terms of the Agreement.
13.9 This section 13 constitutes Stratsys´ total liability towards the Customer for infringement of third parties´ intellectual property rights.
Stratsys has the right to assign subcontractors for the performance of its obligations under the Agreement. Stratsys is responsible for the subcontractors´ work as for its own work.
15.1 Stratsys is liable with the limitations set out below for damage that occurs due to Stratsys´ negligence in providing Product and Consulting Services.
15.2 Stratsys is not liable for damages caused by (i) Third Party Products or (ii) modifications or alterations to a Product made in accordance with Customer´s instructions or performed by anyone other than Stratsys (including but not limited to the Customer and the Customer´s suppliers).
15.3 Stratsys is under no circumstances responsible for the Customer´s loss of profit, loss of revenue, savings or goodwill, loss due to interruptions of business, power or network, loss of data, the Customer´s possible liability to third parties or indirect or consequential damages of any kind; subject to the provisions of section 13.3.
15.4 Party´s liability for damages is limited to 100% of the amount paid by the Customer to Stratsys for Product in accordance with the Agreement during the twelve (12) months that are in the period before the time of the damage. However, a party is not responsible in any case for loss of profit or other indirect damage or loss of information.
15.5 Stratsys is not liable for damages unless the Customer notifies Stratsys in writing no later than ninety (90) days after the Customer has discovered or should have discovered the actual damage or loss, but never later than six (6) months from the time the damage occurred.
16.1 Either party shall be released from liability for failure to fulfill an obligation under this Agreement to the extent that performance is prevented by circumstances beyond the control of the party, such as: Internet limitation or slow connection, power outages, network intrusion, lawsuits, pandemics, labor disputes, loss of communications, mobilisation or large-scale military recruits, ordinances, rationing of fuel, goods or energy, and defects and delays in deliveries from subcontractors caused by any party outside the party´s control provided that the other party is notified immediately.
16.2 The parties have the right to terminate the Agreement if force majeure continues or will obviously continue for more than sixty (60) days.
17.1 Stratsys shall handle Customer Data with confidentiality and ensure that employees only have access to the Customer Data if it is necessary to perform the services, e.g. support- and maintenance (“need to know basis”). Stratsys shall ensure that only employees who need access to Customer Data to fulfil Stratsys obligations under the Agreement are only given technical access to Customer Data. Further, Stratsys shall ensure that Stratsys’ employees cannot access or forward Customer Data or other information stored in the Product.
17.2 Both parties undertake not to publish or otherwise disclose to third parties without the written consent of the other party such information about the other party´s activities that is or can reasonably be assumed to be considered confidential with the exception of:
A) information that is or has become generally known without the receiving party having violated this Agreement;
B) information from third parties without confidentiality undertaking that is generally known to the receiving party;
C) information without confidentiality undertaking that was known to the receiving party prior to receipt by the disclosing party;
D) disclosure or use of information required by law, regulation or by a regulatory authority. In the event of such disclosure, the disclosing party shall, if possible, notify the other party before such disclosure takes place; or
E) disclosure to advisors who are in turn bound by confidentiality.
17.3 Information that a party has stated must be confidential shall always be regarded as confidential information.
17.4 Each party is responsible for compliance with this confidentiality undertaking by its respective subcontractors, consultants and employees. The confidentiality undertaking under this section applies during the term of the agreement and also for a period of three years after the Agreement has expired. The confidentiality undertaking for Customer Data applies for an indefinite period of time.
17.5 Stratsys shall ensure that there is a control system to ensure that employees, consultants or other suppliers cannot access Customer Data. Further, the Customer shall have a possibility to ensure that Stratsys haven’t accessed the Customer Data, e.g. by accessing logs. Stratsys shall also ensure that the security of the Products is sufficient for Stratsys to ensure that the confidentiality undertakings can be fulfilled.
17.6 Stratsys shall comply with the confidentiality regulations which the Parties may agree on from time to time and ensure that employees of Stratsys and suppliers (if applicable) complies with these regulations. Specific non-disclosure agreements shall, upon request from the Customer, be signed by Stratsys’ employees and suppliers and its employees, before any work is conducted.
18.1 The Customer and Stratsys shall appoint contact persons who shall be responsible for establishing and maintaining effective cooperation regarding the Agreement. A party may change the contact person by notifying the other party in writing.
18.2 The primary means of communication between the parties concerning Product or Consulting Services shall be the Stratsys Help Center and, as an alternative, e-mail.
18.3 The Agreement constitutes the parties´ complete settlement of all matters related to the Agreement. All written or oral commitments and commitments that preceded the Agreement will be replaced by the content of the Agreement.
18.4 The respective documents described in the definition of the Agreement shall have mutual priority in the following order: (i) Additional Orders, (ii) the Main Agreement, (iii) the Terms and (iv) any annexes. Any annexes shall have priority over each other in accordance with the order set out in the Main Agreement.
18.5 The Agreement may not be transferred to a third party without the other party´s prior written consent. However, Stratsys has the right to transfer the Agreement to a third party if it takes place in connection with the transfer of Stratsys´ operations or part thereof. Stratsys also has the right to transfer the Agreement to companies within the same group as Stratsys.
18.6 The failure of a party to exercise any right under this Agreement or the failure to point out any particular condition attributable to this Agreement shall not constitute a waiver by a party of such right.
18.7 The following sections apply even after the termination of this Agreement: 11 (Term and termination), 13 (Intellectual property rights), 15 (Limitation of liability), 17 (Confidentiality), 19 (Applicable law and disputes).
19.1 This Agreement shall be governed by and construed in accordance with the laws of Sweden.
19.2 Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”).
19.3 The Rules for Expedited Arbitrations shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.
19.4 The place of arbitration shall be Gothenburg. The language of the proceedings shall be Swedish and Swedish law shall apply to the dispute. Regardless of what has just been said, Stratsys shall always have the right to apply for an injuction to payment or bring an action regarding non-payment in a general court.
”Agreement” refers to all that constitutes contractual content between the parties; the Main Agreement, the Terms , any appendices mentioned in the Main Agreement or in the Terms and any Additional Orders.
”Point of Connection” refers to the point or points where Stratsys connects Product to the Internet.
“User” refers to the people using the Products for which Customer bought User Licenses.
”User Licence” refers to the license purchased by the Customer for the Customer´s users to be able to use Product. The types of user licenses that the Customer has purchased are specified in the Main Agreement.
”Documentation” refers to any instructions or other documentation that Stratsys provides to the Customer at any time.
”Defect” refers to deviations from what the parties have explicitly agreed on in the Consultant Order or Project Order or if the Product deviates from the Product Specification. However, deviations due to circumstances beyond Stratsys´ control never constitutes a defect.
”Main Agreement” refers to the commercial agreement made by the parties that regulates which product(s) and service(s) Stratsys shall provide to the Customer. The Main Agreement may be an order from the Customer on Stratsys´ website or consist of a quote submitted by Stratsys and approved by the Customer, or a signed agreement document.
”Consulting Services” refers to the consulting services that Stratsys performs on behalf of the Customer that have either been agreed upon at the conclusion of the Agreement or as Additional Orders.
”Customer Data” refers to all data that the Customer or Stratsys, on behalf of the Customer, submits to the Product or that is created in the Product and which does not form part of the Product or the Documentation or can otherwise be considered to constitute Stratsys data.
”Customer” refers to the company specified in the Main Agreement as a customer or the person who otherwise agrees on the use of Products.
”Platform” refers to Stratsys standard platform through which the Customer uses products with different functions.
”Product” or ”Products” refers to the Platform and one or more cloud-based products that Stratsys provides to the Customer as a cloud-based standard service and for which the customer buys or otherwise agrees on, product licenses.
”Additional Orders” refers to purchase of a new Product or purchase of additional Consulting Services not agreed in the Main Agreement.
“Product Specification” refers to a description of the Product available on Stratsys´ website.
“Third Party Product” refers to software or hardware that belongs to a company other than Stratsys - provided that nothing else is stated in the Agreement - or software and hardware that is otherwise stated as Third Party Products in the Agreement.