1. General
These General Conditions shall apply to the use of Wear IQ software and service (“Services”), and to the relationship between the Services provider SSAB EMEA AB, including its Affiliated Companies (together “SSAB”, “We”, “Our”) and the entity designated in the Subscription as the legal entity (“Customer”) licensed to use the Services. “Affiliated Companies” means any entities which directly or indirectly, control, are controlled by, or are under common control with Customer or SSAB EMEA AB, where “control” means ownership of more than fifty per cent (50%) of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority).
These General Conditions also apply to the relationship between SSAB and the Users of the Customer or Center as defined below. By using and accessing our Services, the individual user (“User”) is agreeing to these General Conditions.
The Customer’s account and Customer Content, as defined below, will also be accessed by an approved wear parts center dedicated to the Customer by SSAB, hereafter referred to as “Center”. These General Conditions also stipulate the role, rights and responsibilities of the Center with respect to Services, as further clarified in these General Conditions. In addition to these General Conditions, the rights and obligations of SSAB and the Center are regulated in a separate agreement.
SSAB reserves the right to amend and/or supplement these General Conditions as it may deem appropriate. Any such change shall be deemed effective thirty days (30) days after informing the Customer and making the new version of General Conditions available in the Service. Customer, Center and Users shall be deemed to have approved the changes thereto by continuing the use of the Services after such effective date, unless the Customer or Center terminates the use of Services in accordance with clause 12.
In addition to these General Conditions, the terms of Subscription between SSAB and the Customer with respect to the Services are stipulated in SSAB’s confirmation of an order form submitted by the Customer (“Order Confirmation”). In case of discrepancies, the Order Confirmation shall prevail.
SSAB reserves the right to define which Services are available at any given time to Customer. SSAB also reserves the right to upgrade, amend and modify the Services and to publish new releases of the Services from time to time. The online Services are accessible via various terminal equipment and availability, features or design may vary with respect to the terminal equipment used.
2. Subscriptions
The Services are provided as subscriptions directly by SSAB. The Services may not be accessed by the Customer without a valid Subscription. “Subscription” means a term-based right to access and use the Services in accordance with these General Conditions. The type and other details regarding the Subscription are set forth in the Order Confirmation.
The use of Services requires submitting an order form, acceptance of these General Conditions and registration as a Customer, including Users, through subscription process. After satisfactory completion of the registration, SSAB provides the access to the Services in accordance with the Order Confirmation. The Subscription will begin thirty (30) days after SSAB has sent a written Order Confirmation and continue in effect for as long as there is an active order confirmed by SSAB.
The Subscription will commence with an initial term of six (6) months period (“Initial Term”). The Subscription will automatically renew for successive twelve (12) months periods following the Initial Term (each, a “Renewal Term” and the Initial Term and each Renewal Term, the “Services Term”) unless either party provides at least thirty (30) days prior written notice to the other party of its intent not to renew.
3. Pricing and Payment Terms
Customer will pay the fees in accordance with the Order Confirmation. Unless otherwise stated in the Order Confirmation, all fees shall be payable thirty (30) days from the date of the invoice. The fees for each Services Term will be invoiced as an advance payment.
Amounts overdue for payment will entitle SSAB to charge the Customer interest. Such interest will be calculated on a day-to-day basis on the amount outstanding from the date of maturity until paid at a rate 6 % above the official Repo Rate of the European Central Bank.
The fees are defined according to SSAB price list valid at the time of placing order or renewal of each Services Term.
All payments to be made and credits to be given shall be made in EURO or as otherwise agreed in writing. If the Customer considers an invoice not to be correct, the Customer shall notify SSAB in writing within ten calendar days of receipt of invoice and detail any errors that prevent the Customer to process the invoice and make payment. Otherwise, SSAB’s invoice shall be deemed correct and valid.
SSAB may terminate the Subscription and cease making the Service available upon Customer failure to make any payments due hereunder, and not disputed in good faith, within sixty (60) days following the maturity date of the invoice.
The fees for the Services are exclusive of value added tax as well as for any other taxies, levies and duties.
4. Login Credentials and System Integrity
Access to the Services requires a personal user ID and a personal password (user ID and password collectively hereinafter "Login credentials"). SSAB or Center shall initiate the User Login credentials creation. After successful onboarding process, including the acceptance of these General Conditions, the User is able to log in to the Services. The Customer and Users shall ensure that they familiarize themselves with and follow these General Conditions. The Customer shall warrant that its Users are entitled to use the Services and act through the Services on behalf of and in the name of the Customer.
Customer, Center and Users undertake to promptly notify SSAB of any changes in the Users or in the information submitted during the registration, e.g. when the employment of a person named as a User expires or is terminated. Customer, Center and Users undertake to use proper care of the Login credentials and to ensure that the Login credentials are not given to any other person than the Users or used by any unauthorized persons.
The Customer, Center and Users are not entitled to give third parties access to the Services by distributing, transmitting, presenting or displaying it publicly without the prior written consent of SSAB or other rights holders. The Customer, Center and User shall promptly notify any unauthorized use of SSAB Services, loss of Login credentials or any other security jeopardizing event to Services support team at SSAB. After the Customer, Center or User has notified SSAB of unauthorized use or loss of its Login credentials or some other breach of security, SSAB shall terminate the user rights and/or close the Services with respect to such Login credentials.
SSAB takes no liability that the Login credentials are in possession of right persons. The responsibility thereof lies with the Customer, Center and the User. If the Login credentials are correctly given when entering to the Services, SSAB has no obligation to try to verify the Services enterer's identity or its right to represent the Customer or Center in any other way.
The Customer, Center and the Users shall be responsible for the technical functionality of the hardware, software and data communication services used to access the Services. The Customer, Center and Users shall not use any device, software or routine containing viruses or otherwise intended to damage, interrupt or interfere with the proper function of the Services. The Customer, Center and Users shall neither use any device, software or routine, which purpose is to surreptitiously intercept or expropriate data or personal information from the Services or copy its systems. The Customer, Center and Users may not damage, disable, circumvent or in any other manner interfere with or disrupt the performance or integrity of the Services or its security features.
The Center, Customer and Users may not take any action which imposes an unreasonable or disproportionately loads SSAB's infrastructure, including but not limited to "spam" or other such unsolicited mass e-mailing techniques.
If the Center, Customer or Users jeopardize the system integrity as described above, they shall compensate SSAB of the incurred damages in full. SSAB is not responsible for any damage caused by misuse or mishandling of system.
5. Hosting Environment
The Services are hosted as public cloud Services using widely deployed platform. The Users’ data and Customer Content is stored within the European Union and can be accessed from areas outside European Economic Area. SSAB does not control or limit the regions from which the Customer, Center and Users may access or export the Services data and reserves the right to make changes in the hosting environment and its location.
When data is extracted from the Services, by means of normal functionality such as export or spreadsheet or similar, SSAB no longer has any responsibility for that data; how it is stored, protected or used.
6. Data Protection
Customer, Center and SSAB shall comply with all applicable data privacy laws and regulations governing the protection of personal data in relation to their respective performance in relation to the Services. The use of the Services requires among others the following information of Users: User ID, password, name, email address, position and company details, IP address and data related thereto, log files. SSAB acts as the data controller with respect to such personal data. If personal information is transferred by the Center or Customer through the Services, they shall be responsible for ensuring that they have the right (including possible consent necessary for the processing of personal data by SSAB) to make available personal data of the Users to SSAB, its service providers and Center, to enable such entities to provide the Services. SSAB may send service announcements, administrative messages, and other information to the Customer and Users.
The Users have the ability on their own to check, manage and exercise their rights, including possibility to rectify and delete a part of the personal data about themselves. Once the User account has been revoked, the personal data of the User will be deleted or made anonymous after it is no more needed for securing system integrity or data security.
Personal data is processed together with Customer Content in order to operate and develop the Services as specified more closely in clause 8 and in order to secure system integrity and ensure data security. Processing is based on SSAB’s legitimate interest.
The processing of personal data at SSAB is described in more detail in SSAB Privacy Statement.
The Services use cookies for access and use of the Services. See SSAB Cookie Statement for more information about the use of cookies.
7. Intellectual Property Rights to Services and Right of Use
7.1. SSAB’s Intellectual Property Rights
SSAB owns and retains all Intellectual Property Rights and title to the Services as well as improvements, developments, modifications and derivative works thereto.
SSAB also owns and retains all Intellectual Property Rights and title to anonymized data that is derived from the processing of the Customer Content or the use or access of the Services by the Customer or its Users, that in no way enables identification or refers to the Customer or its Users, and any statistical or other analysis, or data derived from or based on the foregoing (“Usage Information”). “Intellectual Property Rights” means any patents, rights of patent, copyrights, trademarks, trade names, copyrights, inventions, design patents, trade secrets, know-how and/or any other intellectual and/or industrial property rights, and applications thereof.
No ownership of software or Services, including any updates and upgrades, will ever be transferred to the Customer, Center or Users. Customer, Center and Users may not copy, modify, distribute, sell, lease or rent the Services or software, nor reverse engineer or attempt to extract the code of the software.
7.2. Right of Use
Subject to these General Conditions and for the duration of the granted Subscription, SSAB grants Customer a limited, non-exclusive, non-sublicensable right to have authorized Users to access the Services for Customer’s own internal use, but not otherwise or for the benefit of any third party. The right of use the Services is limited to the site, user amounts and Services Term defined in the Subscription. The right to use is limited to Customer's, its Affiliated Companies’, contractors’ and consultant’s employees accessing the Services solely for the benefit of Customer’s operations on the site defined in the Subscription. The Center’s right to use the Services is defined more closely in the agreement between SSAB and the Center.
The Customer is liable to ensure that its Users, Affiliated Companies, consultants and contractors agree to be bound by these General Conditions. The Customer shall be responsible for any use of the Services and any costs and damage caused thereby and shall be liable for the acts and omissions of its Users, Affiliated Companies, consultants and contractors as for its own. The liabilities of the Center and SSAB are defined more closely in a separate agreement.
8. The Content Submitted by the Customer
8.1. Customer Content
“Customer Content” means content submitted by the Customer to its Customer account in the Services such as business and production information, including equipment ID data, images, maintenance data, production data and product data, as well as data collected from the Customer through the Services, excluding Usage Information. The Customer retains ownership of any Intellectual Property Rights that it holds in the Customer Content. SSAB and the Center are not entitled to use or otherwise process Customer Content for any other purposes than set out in these General Conditions. Other than what is stated below, Customer Content will not be shared with other Customers or other third parties other than SSAB’s trusted service providers who provide services and assistance to SSAB in connection with the Services. Customer Content can also be shared with the Center that acts as SSAB’s and Customer’s business partner with respect to the Services. The Customer is responsible for guaranteeing of having necessary rights for any Customer Content that is submitted to the Services. SSAB reserves the right to remove any Customer Content or information that was not rightfully acquired or disclosed. SSAB shall not be held responsible for possible violation of Intellectual Property Rights of third parties.
Customer alone remains responsible for any Customer Content submitted. SSAB assumes no obligations or liability with respect to the Customer Content made available in the Services, other than set out in these General Conditions.
8.2. Right to Use Customer Content for Providing and Operating the Service
Customer hereby grants SSAB, its service providers and the Center the right to collect, access, store, retain, download, modify and otherwise use Customer Content in order to provide and operate the Services, including but not limited to trouble shooting, maintenance, supporting Customer and Users, optimizations and improvements as well as for system integrity and data security purposes.
8.3. Right to Use Customer Content for Business Relationship between Customer, SSAB and Center
Customer hereby grants SSAB, its service providers and the Center the right to collect, access, store, retain, download, modify and otherwise use the Customer Content for the management of business relationship between Customer and SSAB or the Center and in order to provide and improve services and product offering for the Customer.
8.4. Right to Use Customer Content for Development of the Services and Products
Customer also grants SSAB either by itself or by using outsourced service providers the right to collect, access, store, retain, download, modify and otherwise use Customer Content for developing and improving the Service as well as future services, and to improve and develop SSAB’s products even after Customer’s Subscription to the Services has terminated. After termination of the Subscription, all such Customer content is kept anonymized meaning that it does not enable identification of the Customer as the source or subject of such information.
9. Confidentiality
Each Party shall treat as confidential any information owned by the other party contained in the Services and not use it for any other purposes than stated in these General Conditions. The parties shall not disclose to third parties (except to those Users, employees, Affiliated Companies, business partners and advisors and the Center who need to know that information for the implementation and use of the Services content) or use information, nor have it disclosed or used, directly or indirectly otherwise than for the purposes stated in these General Conditions. Confidential information shall exclude information which:
a) at the time of disclosure is generally known or in public domain or is otherwise generally accessible without restriction;
b) becomes public other than by breach of these General Conditions;
c) was in the possession without confidentiality restriction by a party prior to its disclosure;
d) is rightfully acquired by the recipient from third parties provided that such information was lawfully in possession of said third party.
Each party ensures that its employees and other authorized representatives, who have or may have access to confidential information, are aware of confidentiality and they are under obligation to be bound thereof. The parties is responsible to take necessary steps to maintain the confidentiality.
10. Warranties and Disclaimers
Limited Warranty. Subject to these General Conditions, SSAB warrants that the Services shall conform in all material respects with the user documentation for the Services. UNLESS PROHIBITED IN APPLICABLE LAWS, SSAB’S SOLE OBLIGATION, AND CUSTOMER’S, CENTER’S AND USERS’ SOLE AND EXCLUSIVE REMEDY, FOR BREACH OF THE FOREGOING WARRANTY SHALL BE THAT SSAB SHALL MAKE COMMERCIALLY REASONABLE EFFORTS TO CORRECT THE NON-CONFORMING FUNCTIONALITY OF THE SERVICES FREE OF CHARGE.
EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION 10, THE SERVICES AND THEIR RESULTS ARE PROVIDED “AS IS.” SSAB AND ITS AFFILIATED COMPANIES OR ANY OF THEIR SUBCONTRACTORS DISCMAIL ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES AND CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER SSAB OR ITS AFFILIATED COMPANIES PROVIDE ANY WARRANTY THAT THE SERVICES WILL BE FREE FROM ERRORS OR INTERRUPTION OR BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE NOT EXPLICITLY SPECIFIED IN THE AGREEMENT. SSAB AND ITS AFFLIATES DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM THE CUSTOMER’S, CENTER’S AND USERS’ ACCESS OR USE OF THE SERVICES. CUSTOMER AND CENTER AGREE THAT THEIR ACCESS OR USE OF THE SERVICES IS AT THEIR OWN DISCRETION AND RISK AND THAT CUSTOMER AND CENTER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO THEIR INFORMATION, CUSTOMER CONTENT, SYSTEMS OR ASSETS OR LOSS OF DATA THAT RESULTS FROM SUCH ACCESS OR USE. NOTWITHSTANDING CUSTOMER’S OR CENTER’S ACCESS TO AND USE OF THE SERVICES AND REGARDLESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES (WHETHER ACCURATE OR INACCURATE) REGARDING OPERATION, MAINTENANCE OR PERFORMANCE STATUS OF REGISTERED EQUIPMENT OR MACHINERY, CUSTOMER AND CENTER IS SOLELY RESPONSIBLE FOR, AND ASSUMES ALL RISK RELATED TO, THE PROPER OPERATION, SUPPORT AND MAINTENANCE OF SUCH ASSETS.
11. Limitation of Liability
As an online solution, the Services provide the Customer information as well as tools for submitting, storing and collecting data about certain parameters and effects of production equipment and machinery, designated by Customer, in various modelled applications and environments. The information contained or obtained from the Services is for general information purposes only and is dependable on the data submitted by the Customer. CUSTOMER BEARS THE RESPONSIBILITY FOR ANY UTILIZATION OF THE CALCULATIONS, RESULTS AND INFORMATION OBTAINED THROUGH THE SERVICES, INCLUDING ANY DESIGN OR PRODUCTION CHOICES MADE. SSAB ASSUMES NO RESPONSIBILITY FOR THE ERRORS, ACCURACY OR OMISSIONS IN THE CONTENT OF THE SERVICES OR RESULTS THEREOF.
THE SERVICES IS NOT INDENTED TO PROVIDE ANY EMERGENCY, MISSION CRITICAL OR SAFETY RELATED FUNCTIONALITY AND CUSTOMER SHALL NOT USE THE SERVICES IN THAT MANNER. SSAB DOES NOT GUARANTEE ANY RESULTS, OR THE ACCURACY OF ANY RESULTS, THAT CUSTOMER MAY OBTAIN FROM THE SERVICES.
SSAB SHALL NOT BE LIABLE FOR ANY DAMAGES AND COSTS, WHETHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE THE SERVICES OR THE CONTENT, INCLUDING THE LOSS OF REVENUE, ANTICIPATED PROFITS OR GOODWILL, LOSS OF USE OR PRODUCTION, LOST BUSINESS OR LOST SALES, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR CUSTOMER CONTENT OR ANY OTHER DAMAGES WHATSOEVER EVEN IF SSAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND COSTS (COLLECTIVELY HEREINAFTER "DAMAGES").
The Customer, Center and Users agree that neither SSAB nor any officer, director, shareholder, agent or employee or distributor of SSAB shall be liable to the Customer, Center, Users or any third party for Damages resulting directly or indirectly from or otherwise arising from or in connection with any of the following:
a) SSAB prevents, for any reason whatsoever, the Customer, Center or User to get into the Services;
b) the interruption, suspension or termination of the Services for whatever reason;
c) the use of the Services by the Customer, Center or User, including damages resulting from or arising from such Customer’s, Center’s or User's reliance on the Services or any mistakes, omissions, errors, defects or delays in operation, non-deliveries, mis-deliveries, or any failure of performance on the Services;
d) any unauthorized person's obtaining and/or using the Login credentials, or any reliance by SSAB on the list of Users provided to SSAB or;
e) any allegation, suit, claim or other proceeding based upon a contention that the use of the Services and the content by the Customer, Center or Users infringes the Intellectual Property Rights or contractual rights of any third party.
12. Termination of the Services
The Customer may terminate the Subscription at any time, effective immediately upon written notice to [email protected]. Neither party shall have any liability of any kind for any compensation of such termination. Termination of the Services between SSAB and the Center are regulated in a separate agreement.
SSAB may cease making the Services available to the Customer upon thirty (30) day’s written notice, if SSAB determines that market demand no longer warrants continuing to make available the Services, or immediately, in order to comply with any applicable laws. In addition, SSAB may restrict the Services availability at any time, in whole or in part, to any person, geographic area or jurisdiction, if SSAB reasonably determines that continuing to make the Services available no longer warranted for legal or regulatory reasons or in case there are technical or security-related reasons due to which interruption of Services is necessary in SSAB’s discretion.
SSAB may also cease making the Services available to the Customer and/or terminate the Subscription with immediate effect in case the Customer is in breach of these General Terms or fails to pay for the Subscription within the agreed payment term.
Upon termination of the Services, the Customer and its Users will lose the right to access to the Services after thirty (30) days following the termination. At the time of termination any binding unfinished transactions shall nevertheless be completed. The Customer may, during the thirty (30) day period manually export all submitted Customer Content from the Service.
Regardless of the reason of the termination, SSAB shall not have any obligation to refund the fees paid for the Subscription.
13. Applicable Law and Arbitration
These General Conditions, Subscription and use of Services are governed and constructed in accordance of the laws of Sweden.
Any dispute, controversy or claim arising out of or in connection with these General Conditions, Subscription and use of Services, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration shall be English.