Effective: May 6th 2025
These General Terms and Conditions (the "GTC") shall apply when Forecasterly AB, no. 559481-9921 ("Forecasterly") grants a software as a service license to a customer ("Licensee").
"Affiliate" means any business entity registered in the Area from time to time controlling, controlled by, or under common control with Licensee (whereby "control" shall be understood as a business entity controlling, by direct ownership, more than 50% of the outstanding votes of the other business entity). "Agreement" means the Forecasterly License Agreement, including all of the Agreement Documents listed in the main Agreement document, as entered into by and between Forecasterly and Licensee, and as amended from time to time. "Area" means the country, or countries, specified under the heading Area in the main Agreement document. "Expansion Order" means a written order from Licensee to Forecasterly for the expanded use of Forecasterly Services under the Agreement. "Feature Request" means a request made by Licensee to (i) add extra functionality to Forecasterly Services or (ii) make adjustments to existing functionality in Forecasterly Services. "Initial Order" means Licensee's initial order as specified in the main Agreement document. "License Fees" means the common term for all fees specified as License Fees in the Price List. "Price List" means the common name for the specification(s) of License Fees and fees for additional services as set out in the Agreement. "Professional Services" means all consultancy services provided by Forecasterly including but not limited to implementation of Feature Requests. "Forecasterly's system" means Forecasterly's cloud-based solution(s) for providing Budget and Forecasting data. "Forecasterly Services" means the common name for Forecasterly's products as licensed under this Agreement (as amended from time to time), including but not limited to Forecasterly's system. "Forecasterly SLA" or "SLA" means the service level agreement that forms a part of the Agreement and that applies subject to Article 4.1 below. "Specification" means the service descriptions of Forecasterly Services. "Support Services" means the support services described in the Forecasterly SLA. "Terms of Service" means the Forecasterly terms of service as published on Forecasterly's homepage. Other definitions used but not defined herein are defined in the other Agreement documents.
2.1. Licensee is through the execution by both Parties of the Agreement and during the Term granted a limited, non-exclusive and non-transferable subscription-based license (the "License"), on conditions set out in the Agreement, to use Forecasterly Services, as ordered and subscribed to by Licensee, from within the Area.
2.2. Licensee shall in no event whatsoever decompile, disassemble, or reverse engineer any part of Forecasterly, nor shall it alter or duplicate any aspect of Forecasterly, except as may be explicitly permitted by Forecasterly in writing. Further conditions relating to user accounts in Forecasterly apply, as set forth in the Terms of Service.
2.3. Licensee agrees and acknowledges that its use of any future APIs might additionally be subject to added API Terms.
2.4. Conditions for Sublicensing to Affiliates.
2.4.1. Licensee may, as and when offered by Forecasterly in its own sole discretion, be granted a limited right to sublicense, exclusively to Affiliates, the right to use specific Forecasterly Services in accordance with the terms of this Agreement. Such sublicense shall be deemed to become valid and effective upon receipt by Forecasterly of Licensee's written order on behalf of the Affiliate, provided however that the order corresponds to Forecasterly's offer and states the legal name and address, as well as the company registration number of the Affiliate.
2.4.2. Licensee hereby acknowledges that the fees attributable both to Licensee directly and to any Sublicensed Affiliate will be invoiced through collective invoices and agrees to remain solely liable for payment of such invoices as issued by Forecasterly in accordance with the Agreement. It is furthermore agreed and acknowledged by the Parties that a Sublicensed Affiliate is not, and shall not be deemed to become, a party to this Agreement and that Licensee shall be liable to Forecasterly for any non-adherence with the License terms, as set out above in this Article 2, by any Sublicensed Affiliate.
Forecasterly Services and any related documentation are protected by copyright, trademark, trade secret rights and other intellectual property rights that are at all times retained by Forecasterly or its licensors. With the exception of the explicit license and use rights granted in the Agreement, the Agreement does not affect, express or imply any transfer of title or other rights to any Forecasterly Services and related documentation to Licensee.
4.1. If the Forecasterly SLA is included in the price plan subscribed to by Licensee, or if the Forecasterly SLA is otherwise ordered by Licensee, and subject to payment by Licensee of applicable fees under the Agreement, Forecasterly shall provide and Licensee shall acquire, during the Term, the Support Services.
4.2. Licensee may during the Term issue Expansion Orders to Forecasterly for such additional price items, as defined in the Price List and subject to the conditions set out therein. Furthermore, Licensee may through an Expansion Order, or through an amendment to the Agreement, as appropriate, order an upgrade to another price plan, provided however that such other price plan is available in the Price List, or otherwise offered by Forecasterly.
4.3. Licensee is aware that some items priced in the Price List are directly available for optional use by Licensee (no software locks apply) and accepts that usage of any such price item shall be directly considered as being ordered and billable under the Agreement. To avoid doubt, such extra charges include, but are not limited to, any kind of transaction-based charges.
4.4. To the extent that Professional Services are included in the Price List, Forecasterly shall upon Licensee's reasonable request(s) offer to provide Professional Services, subject to the fixed fees specified in the Price List or, when no such fixed fee is specified, subject to a separate offer. To avoid doubt, Forecasterly is under no obligation to accept a Feature Request.
4.5. Forecasterly may offer to supply Consultancy Services subject to either (i) time and material charges, applying the applicable hourly fees for Consultancy Services; or (ii) an agreed fixed fee. Notwithstanding the above, Forecasterly is under no obligation to accept a request for Consultancy Services. Forecasterly shall receive an approval from the Licensee prior to starting Consultancy Services.
5.1. License Fees for Forecasterly Services, and all other applicable fees for other services are chargeable as per; (i) the specification of the Initial Order; (ii) any subsequent Expansion Orders, and; (iii) the conditions set out in Article 4 above. Unless otherwise specified, all applicable fees are payable as from the Start Date.
5.2. All fees, as specified in the Agreement are; (i) in the currency/currencies specified herein; (ii) excluding VAT, and; (iii) valid throughout the Term. However, Forecasterly reserves the right to adjust fees related to services provided by suppliers who in turn have reserved the right to alter its pricing to Forecasterly.
5.3. Forecasterly may in its own discretion and at any time during the Term publish a new version of the Price List that, without altering or removing any of the price items in the current Price List, either (i) introduces such an adjustment of fees for fees related to services provided by suppliers described above, and/or (ii) introduces new price items. Any such new price item may only represent such a new service/functionality as was previously not available for purchase and use by Licensee under the current version of the Price List. Forecasterly shall give Licensee one (1) month's prior written notice by sending a duly signed original of the new version of the Price List to Licensee via email whereafter the new version of the Price List shall become valid and effective under the Agreement.
6.1. Forecasterly shall invoice Licensee (i) the applicable License Fees for Forecasterly Services and (ii) applicable additional fees for other services, as determined in accordance with the provisions of the Price List and Article 4 above.
6.2. Fixed fees are invoiced in advance in accordance with the advance payment period defined in the Initial Order. Upon further ordering/usage by Licensee of any extra Units or other services that are not part of the Initial Order or any Expansion Order, Forecasterly will (i) invoice applicable fixed fees corresponding to the remaining duration of the current advance payment period, and (ii) thereafter add such applicable fixed fees to the invoice for the next advance payment period. Advance payments are not refunded.
6.3. Variable fees are charged and invoiced monthly in arrears. In the event that Licensee has ordered Professional Services this shall be invoiced (i) monthly in arrears on time and material basis applying the fees specified in the Price List, or (ii) half in advance and half in arrears in the case of an agreed fixed price for the project.
7.1. Payments shall be made by Licensee within the number of days specified in the main Agreement document. Should Licensee dispute the invoiced amount, or a part thereof, Licensee shall give Forecasterly proper notice and pay any undisputed amount, whereafter the Parties shall seek to resolve the dispute. Any overdue and undisputed payments shall carry an interest in accordance with the Swedish Interest Act.
7.2. In the event of Licensee's failure to pay an undisputed invoice within forty-five (45) days from the date when the payment is due, and after having received at least one written payment reminder, Forecasterly shall, in addition to its claims for overdue interest, be entitled to revoke forthwith and without liability, the License granted hereunder to Licensee by written notice to Licensee in which case the Agreement shall automatically terminate.
8.1. Forecasterly represents to Licensee that it has the full and complete right to license and provide Forecasterly Services to Licensee as set forth in the Agreement and that Forecasterly Services do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party.
8.2. Forecasterly warrants that Forecasterly will make its outmost efforts to ensure that its Services shall continue to conform with and perform in accordance with the functions set forth in the Specification and be free from defects including but not limited to its design and functionality. Any non-conformity or defect shall be remedied in accordance with the provisions of the Forecasterly SLA. N.B. this applies mutatis mutandis in the event that Licensee does not have access to the Forecasterly SLA, whereby however Forecasterly does not warrant any lead-times for resolution and provides remedies on reasonable effort basis only.
8.3. Notwithstanding the above, the Parties acknowledge that parts of the functions in Forecasterly Services are provided by other suppliers such as AWS. Forecasterly makes no warranty of any kind, whether express or implied, regarding the software solutions or other services provided by other suppliers and specifically disclaim any warranties for a particular purpose and against infringement, to the maximum extent possible by law.
9.1. Under no circumstances shall either Party be liable to the other Party for any special, incidental, indirect, statutory, exemplary, punitive or consequential damages even if such Party has been advised of the likelihood of such damages.
9.2. Either Party's maximum aggregate liability for losses or damages suffered in respect of all claims arising in connection with the Agreement shall not exceed two-hundred percent (200%) of the total Licence Fees paid, or payable, by Licensee to Forecasterly under the Agreement within the twelve (12) months period prior to the occurrence of the event resulting in such claims and as a maximum Swedish kronor (SEK) two-and-a-half million (2 500 000).
9.4. No action, regardless of form, arising out of any claimed breach of obligations under the Agreement may be brought by either Party more than twelve (12) months after the cause of action has occurred.
9.5. A Party suffering loss or damages shall take reasonable measures to limit such loss or damage. The Licensee understands that Forecasterly does not guarantee the quality of the data provided by the Licensee.
10.1. Forecasterly shall indemnify and hold Licensee harmless from and against all damage or injury (including death) to property or person belonging to Licensee resulting from the intentional or gross negligent acts or omissions from Forecasterly, Forecasterly's officers, agents, employees or subcontractors in connection with the performance of the Agreement.
10.2. Forecasterly shall keep Licensee fully indemnified against any losses incurred by the Licensee as a result of any final judgement by a court of competent jurisdiction, or a settlement made by Forecasterly, by reason of an infringement of third party patents, copyrights, registered designs or any other intellectual property rights by reason of the proper use of Forecasterly Services in the Area provided that Licensee promptly: (i) gives Forecasterly written notice of any claim for infringement and refrains from acting on account of such claim without previous approval of Forecasterly, (ii) gives Forecasterly any reasonable authorisation and assistance which may be reasonably required to settle or defend the claim, and (iii) subject to Forecasterly's previous approval, takes reasonable measures to reduce the extent of a possible infringement.
10.3. If, in accordance with any final judgement or a settlement made by Forecasterly under clause 10.2 above, the use of Forecasterly Services in accordance with the terms of the Agreement is deemed to constitute an infringement and the use thereof by Licensee consequently is prohibited or restricted, Forecasterly shall without delay and at its expense and discretion either (i) procure the right for Licensee to continue the use, (ii) replace or modify the infringing part so as to make it non-infringing. In the event that Licensee is not reasonably satisfied with any such modification or replacement, or if an infringement is deemed to remain irrespective of such modification or replacement, Licensee may terminate this Agreement forthwith without liability to Forecasterly.
10.4. The remedies stated above shall not apply to (i) claims resulting from the combination of Forecasterly Services with other products (except products necessary to access and make use of Forecasterly Services such as a computer device and a web browser) or (ii) claims arising out of Licensee's modification of Forecasterly Services, unless pre-approved by Forecasterly.
10.5. Forecasterly shall be released from all indemnification obligations 12 months after the termination of the Agreement.
The Parties grant each other the right to disclose and publish their cooperation as regulated by the Agreement but not the actual details of the Agreement. The Parties agree to co-operate in good faith with respect to each party's marketing and public relations activities.
All notices required by the Agreement shall be furnished by e-mail and be effective on receipt. Notices to Forecasterly shall be sent to support@Forecasterly.com except in case of a termination notice which shall be sent to termination@Forecasterly.com. Notices to Licensee shall be sent to the authorized signatory with details as specified in the main Agreement document. Either Party may change its e-mail address by a notice to the other Party.
13.1. Unless otherwise provided for in this Agreement, neither Party may transfer, assign or sublicense its rights under this Agreement to any other third party, in whole or in part, without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may assign this Agreement in connection with its merger, reorganization, or sale of substantially all of its assets or capital stock.
13.2. Neither Party may subcontract any of its undertakings under this Agreement to any third party without the prior written approval by the other Party.
14.1. Neither Party shall be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such delay or non-performance arises directly from any cause or causes beyond its reasonable control and which the Party could not reasonably be expected to have anticipated and the consequences of which the Party could not have reasonably avoided or surmounted (a "Force Majeure Event"). Nevertheless, in the event that a Force Majeure Event continues for more than one (1) month, the non-affected Party shall be entitled to terminate this Agreement without any further liability to the affected Party. The affected Party shall take all reasonable steps to mitigate the effect of the Force Majeure Event.
15.1. Confidential Information is all information, technical and business data or know-how which is designated in writing, or identified orally as confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be, confidential and/or proprietary information. Confidential Information includes all confidential and proprietary information (i) belonging to either of the Parties and, (ii) the information of either Party's Affiliates and (iii) third parties with which such Party does business, that is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"). In addition, all data submitted to Forecasterly by Licensee shall be Confidential Information.
15.2. Confidential Information does not include information that: (i) was in or enters the public domain through no fault of the Receiving Party; (ii) is communicated by a third party to the Receiving Party free of any obligation of confidentiality; (iii) has been independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party; or (iv) was in the Receiving Party's lawful possession prior to disclosure and had not been obtained either directly or indirectly from the Disclosing Party.
15.3. Each Party shall hold the other party's Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other Party's Confidential Information for any purpose other than as required to perform under this Agreement. The restriction on disclosure shall not apply to Confidential Information which is required to be disclosed by a court or government agency or which is disclosed in connection with a due diligence review by an investment bank or potential acquirer subjected to a confidentiality agreement. The restrictions in this section shall survive termination or expiration of this Agreement, with or without cause, for a period of five (5) years.
16.1. The Parties shall make or obtain and maintain throughout the Term all necessary registrations or filings and notifications which such Party may be obliged to obtain and maintain pursuant to applicable data protection laws. The Licensee shall at all times ensure that there is a legal basis, in whatever form necessary, for the processing of Personal Data through Forecasterly Services. Forecasterly agrees to comply with the reasonable requests of the Licensee related to any new/altered obligations the Licensee may have as a controller of personal data under data protection laws. In the event however that any such request would imply costs that are not negligible to Forecasterly, it shall be deemed as a Feature Request. The further obligations of the Parties with regards to data protection are set out in the Data Processing Terms that form an integral part of the Agreement.
17.1. The Agreement shall come into effect and become valid and binding between the Parties as from the date of its signature by Licensee and shall initially remain valid during the Minimum Term, as specified in the main Agreement document.
17.2. Each Party may upon expiration of the Minimum Term, terminate the Agreement for convenience, subject to giving the other Party no less than three (3) months prior written notice. Unless terminated as per the above, the Agreement shall after the expiration of the Minimum Term, remain valid for additional periods of 12 months at a time, until terminated by either Party by written notice provided no less than three (3) months prior to the expiration of the current 12-month period. To avoid doubt, the term ("Term") of the Agreement includes the Minimum Term as well as any prolongation of the Agreement in accordance with the above.
17.3. Each Party may terminate this Agreement at any time, including during the Minimum Term, if; (i) the other Party neglects or fails to perform a material obligation hereunder, and such neglect or failure continues unremedied for a period of two (2) months after written notice is sent to the defaulting Party by the other Party; or (ii) bankruptcy or insolvency proceedings are instituted against the other Party and such proceedings are not dismissed within two (2) months from the date of proceedings. Additionally, Forecasterly may terminate the Agreement at any time in the event that Forecasterly is entitled to revoke, or has revoked, the License in accordance with Article 7 above.
17.4. Furthermore, Forecasterly may terminate this Agreement without liability at any time, including during the Minimum Term, if the relationship between Forecasterly and the Licensee, or Licensee's use of Forecasterly Services, in the reasonable opinion of Forecasterly damages, or can damage, the reputation of Forecasterly and/or the image of Forecasterly Services.
18.1. In the event that the Agreement is terminated by Forecasterly or Licensee in accordance herewith, all licenses and rights granted to Licensee under this Agreement shall cease forthwith and Licensee shall immediately cease to use Forecasterly and each Party shall, if requested, return to the other Party all of the other Party's and its licensors' property, including where relevant proprietary information and Confidential Information.
18.2. In the event that Licensee terminates the Agreement as per the conditions of Article 17.3 (ii) that relate to bankruptcy or insolvency, then Licensee shall, notwithstanding the above, have the option to retain the licenses and rights granted under this Agreement in order to serve the purpose as agreed in the main Agreement document. Licensee shall then remain liable for payments to Forecasterly (or any successor to title of the underlying intellectual property rights) of the fees that applied at the point of termination and for as long as such licenses are retained.
18.3. Any payments properly due by one Party to the other under the Agreement that are accrued up to the date of termination shall be paid without undue delay.
This Agreement shall not be deemed to create any kind of partnership between Forecasterly and the Licensee other than herein explicitly described, to the effect inter alia that the Swedish Act on Partnerships (Sw. lag (1980:1102) om handelsbolag och enkla bolag) shall not have any application to this Agreement or any matter related hereto.
If any provision of this Agreement is held to be legally invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Failure by either Party to enforce any provision of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of such provision or right unless express and in writing. No waiver shall be interpreted as setting a precedent.
This Agreement shall be construed in accordance with and be governed by the substantive laws of Sweden.
22.1. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Expedited Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce unless the institute, considering the difficulty of the case and other issues, decides that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. The arbitral tribunal shall irrespective of above alternatives be composed of a sole arbitrator. The seat of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be English. All awards may, if necessary, be enforced by any court having jurisdiction in the same manner as a judgement in such court.
22.2. The Parties undertake and agree that all arbitral proceedings shall be strictly confidential and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.
23.1. Rights and obligations under this Agreement that by their nature should survive, or which are explicitly noted as clauses that should survive, will remain in effect after the termination of the Agreement. Without prejudice to the foregoing, in particular all stipulations in the Agreement concerning intellectual property and Confidential Information shall survive.