Terms and Conditions

1.1 ”General Conditions” shall mean the general conditions ASP2018 for provision of the Services. 1.2 ”ASP-Services” shall mean the Services by means of which software and any equipment made available to the Customer by the Supplier for processing of the Customer’s Data in accordance with the specifications in the Agreement. 1.3 ”Agreement” shall mean the agreement document ASP2015 or any other agreement between the parties regarding delivery of the Services, the General Conditions and any other appendices the Agreement. 1.4 ”Customer” shall mean the purchaser of the Services in accordance with the Agreement 1.5 ”Customer’s Data” shall mean information belonging to the Customer which is entered into and stored in the Supplier’s system by the Customer via the Services as well as the processed information which is the result of the Services 1.6 ”Supplier” shall mean the supplier of the Services in accordance with the Agreement. 1.7 ”Key” shall mean the login information and security methods or other information provided by the Supplier to the Customer in order for the Customer to access the Services. 1.8 ”Test Period” shall mean the period under which the Services are initiated and during which the Customer is entitled to test the Services prior to the Start Date. 1.9 ”Service Levels” shall mean the service levels, agreed upon by the parties, for the Supplier’s provision of the Services in accordance with the specification in the Agreement. 1.10 ”Start Date” shall mean the day when the provision of the Services shall begin in accordance with the Agreement. 1.11 ”Time Plan” shall mean a time plan, agreed upon by the parties, for starting the Services during the Test Period. 1.12 ”Additional Services” shall mean any support, training or other extra services provided to the Customer by the Supplier in accordance with the specifications in the Agreement. 1.13 ”Services” shall mean ASP services and the Additional Services.

2.1 The Services include the number of user licenses specified in the Agreement. The Services are provided on the Supplier’s premises, via the Supplier’s system. 2.2 The Services shall be carried out in accordance with the Agreement. The parties shall in the Agreement each appoint a contact person responsible for the continuous governance under the Agreement. The parties shall actively co-operate and consult when per- forming the Services.

3.1 The Supplier undertakes to, during the term of the Agreement, provide the Services in accordance with the specifications in the Agreement and the conditions set forth therein. Observing section 12, Supplier may, unless otherwise agreed in the Agreement, provide the Services or part of the Services from another country. 3.2 The Supplier shall, at its own expense, update and upgrade the software included in the Services to the extent the Supplier deems necessary for the performance of the Services. Updates and upgrades in addition to the above can be provided by the Supplier on request from the Customer, as an Additional Service, if the Parties agree on terms for this. 3.3 The Supplier shall be entitled to engage subcontractors for the performance of the Supplier’s undertakings in accordance with this Agreement. The Supplier is liable for the performance of the contractual obligations performed by the subcontractor as if they were performed by the Supplier. 3.4 The Supplier’s obligations according to section 3, as well as to the Agreement in other respects, are subject to the Customer having met all its obligations as set forth in section 4 below and to the Agreement in other respects.

4.1 The Customer undertakes to: i) ensure access to such software and equipment as have been assigned in writing by the Supplier; ii) at all times have access to functioning communication services as assigned in writing by the Supplier; iii) take any measures which are the obligation of the Costumer according to the Time Plan; iv) make sure that the data entered into the Supplier’s system is in the agreed upon format and virus-free, and not in any other way capable of damaging or negatively affecting the Supplier’s system or the Services; v) immediately hand over any information or documentation regarding the Services which the Supplier explicitly asks for; vi) adhere to instructions for the use of the Services as provided by the Supplier from time to time; vii) and aid the Supplier with reasonable assistance and in any other respects take any necessary actions that are reasonably required in order for the Supplier to fulfil its obligations under the Agreement. 4.2 The Key allotted to the Customer by the Supplier in accordance with section 5 shall be kept in a secure manner by the Customer in accordance with section 15 below and is only to be distributed to the Customer’s employees, unless otherwise agreed upon in writing by the parties. The Customer undertakes to immediately notify the Supplier if an employment ceases for an employee holding a personal Key or if anyone else has or is suspected to have unauthorized access to a Key. 4.3 The Customer is aware that the Services are only to be used for legal purposes and the Customer undertakes to indemnify the Supplier against all claims from any third party towards the Supplier on account of the Customer’s use of the Services in violation of this provision, including but not limited to claims regarding infringement of third parties’ intellectual property.

5.1 The Supplier shall provide the Customer with the Services from the Start Date by providing the Customer with the Key 5.2 If the parties, in the Agreement, have specifically agreed on a Test Period for the start of the Services, sections 5.3-5.7 below shall apply. The Supplier shall in such cases provide the Customer with the Key from the day the Test Period commences in accordance with the specifications in section 5.3 below. 5.3 The Test Period shall commence at the date stated in the Time Plan. If the start date for the Test Period is not stated in the Time Plan nor in any other part of the Agreement, the Test Period shall be considered to commence thirty (30) days prior to the Start Date. 5.4 During the Test Period the Customer and the Supplier shall take the measures specified in the Time Plan. Furthermore, the Customer shall, during the Test Period, investigate whether the Services agree with the specification of the Services in the Agreement, including but not limited to agreed upon Service Levels. The Customer shall inform the Supplier by written notice, no later than at the end of the Test Period, whether the Services are accepted or not. If the Customer does not accept the Services, or part thereof, it shall give its reason for not doing so in writing. 5.5 Irrespective of section 5.4 above, the Customer shall be deemed to have accepted the Services if: i) the Customer has left no written notice of not accepting the Services before the end of the Test Period; ii) no deviation exists in comparison with the agreed upon specification of the Services; iii) the Customer starts using the Services for commercial purposes; or iv) deviations reported by the Customer can reasonably be deemed not to be of importance for the Customer’s use of the Services 5.6 In case the Customer does not approve or cannot be deemed to have approved the Services, the Supplier shall be entitled to, during a new Test Period which, if nothing else is agreed upon, shall consist of half of the number of days of the initial Test Period, attend to the deviations in the Services reported by the Customer during the initial Test Period. During the renewed Test Period sections 5.4 and 5.5 shall have the same application. If the Supplier cannot rectify to the deviations from the specification in the Agreement during the renewed Test Period, both parties shall be entitled to terminate the Agreement with immediate effect by giving written notice to the other party. In case of termination in accordance with section 5.6 the Customer shall be entitled to repayment of fees actually paid by the Customer for the Services without interest. 5.7 The Supplier has no responsibility for any deviations, defects or delays in connection with the start of the Services apart from what is stated in section 5.6 above.

6.1 If the Customer, after the Agreement has been made, wishes to make changes and/or additions to the Services, the Supplier shall be entitled to, provided that the Supplier accepts such changes and additions, make reasonable changes in fees, Start Date, Test Period, Time Plan, Service Levels, or other reasonable changes to the Agreement caused by the Customer’s request. 6.2 Changes and additions to the specification of the Services, as well as adjustments of fees, Start Date, Test Period, Time Plan, Service Levels or any other part of the Agreement caused thereby shall be made in writing and signed by both parties.

7.1 The customer shall pay the fees specified in the Agreement for the Services provided under the Agreement. Unless stated otherwise in the Agreement, the fees for the Services shall be paid in advance on a monthly basis. 7.2 The fees in the Agreement are stated excluding value added tax, taxes and other fees, which are to be paid by the Customer in addition to the fee for the Services. 7.3 The fee for the Services as well as any other fees shall be paid by the Customer no later than thirty (30) days from the date of invoice. If the Customer is in delay with the payment of the fees indicated above, the Supplier is entitled to interest on late payments in accordance with the Swedish Interest Act. 7.4 If payments by the Customer is delayed for more than thirty (30) days after written reminder of the payment from the Supplier, the Supplier, at its sole discretion, is entitled to: i) Temporarily terminate the delivery of Services until full payment including interest on late payments, has been made by the Customer; or ii) By written notice cancel the entire Agreement and demand compensation for any damages the Customer’s delay has caused the Supplier. 7.5 If during the term of the Agreement, there are any changes in laws, decisions of authorities, decisions on new or changed taxes or public fees or if the practice of the courts in any respect affects the provision of the Services, the Supplier is entitled to raise the fee for the Services in order to cover the Supplier’s increased costs. 7.6 The Supplier should be entitled to an annual mark-up on the fees for the Services, as of the anniversary of the Agreement. The mark-up shall be in accordance with the equivalent change of the consumer price index (“CPI”) during the same time period. Such markup of the fee for the Services shall be notified to the Customer by written notice one (1) month before it enters into effect.

8.1 The Customer is aware that from time to time the Services, will be unavailable due to, planned or unplanned, shutdowns for necessary service and maintenance of the Services and/or the Supplier’s system. 8.2 Unless otherwise agreed, the Supplier under- takes to notify the Customer within reasonable time before a planned shutdown of the Services and the Supplier’s system takes place. 8.3 The Supplier shall make reasonable efforts in order to minimise the time for shutdowns of the Services and or the Supplier’s system as well as any disturbance this might cause in the Customer’s business

9.1 The services shall not be provided in accordance with the Service Levels stated in the Agreement. 9.2 If the Services do not meet the agreed upon Service Levels, the Customer is entitled to a deduction of the fees for the Services in accordance with the Agreement. If the parties have not specifically agreed upon such a deduction the Customer shall be entitled to a reasonable deduction of the fees for the Services during the period, the reduced Service Levels remains. 9.3 The Supplier’s obligations in accordance with section 9 are only applicable if the Customer has met all the undertakings stated in section 4 above. Further, the Supplier is not liable for deficient fulfilment of Service Levels if the deficiency is directly or indirectly caused by: i) The Customer or circumstances for which the Customer is responsible; ii) Interruption of communications services; iii) Planned shutdown of the Services due to maintenance and support of the Services and /or the Supplier’s system; iv) Circumstances which the Supplier has not reasonably been able to avoid, including, but not limited to, force majeure in accordance with dection 16 below, viruses and other external attacks; or v) Interruption or change in the Service undertaken by Supplier due to a risk that the provision of the Service is causing damage which is more than minor for the Customer, another customer to the Service or Supplier. 9.4 In case the deficiency in the Service Levels exceeds the cap for deduction of the fee agreed in the specifications of the Service Levels for a certain time period, each party is entitled to terminate the agreement with immediate effect by notification to the other party. In case no cap for the deduction is established in the specification of the Service Levels, the Customer is entitled to terminate the Agreement when the fault in the Service Levels can be deemed to constitute a material breach in accordance with section 18.1.1 below. 9.5 Section 9 constitutes, in addition to what is stated in sections 10 and 11 below, the Supplier’s only obligations due to deficiencies or delay in the Services.

10.1 If there is a defect in the ASP-Services causing an incorrect result in the collation of the Customer’s Data, the Supplier undertakes to , as soon as the circumstances so require with respect to the nature of the defect and any other circumstances, at its own expense make a new collation of the Customer’s Data. 10.2 The Supplier’s responsibility in accordance with section 10.1 above is applicable only if: i) the Customer has met all of the undertakings stated in section 4 above; ii) the Customer issues a complaint about the defect in the ASP- Services to the Supplier within thirty (30) days after the Customer became aware of or should have become aware of the defect; iii) the defect in the ASP-services is not due to interruption or change in the Service undertaken by Supplier due to a risk that the provision of the Service is causing damage which is more than minor for Customer, another customer to the Service or Supplier; and iv) the Customer provides the Supplier with the data necessary for the Supplier collate the data again in accordance with section 10.1 above. 10.3 Section 10 constitutes, in addition to what is stated in sections 9 above and 11 below, the Supplier’s only obligations due to defects in the ASP-Services.

11.1 The Supplier and/or the Supplier’s licensor holds all rights, including all intellectual property rights, to the Services and therein included software, including but not limited to patents, copyrights, design rights and trademarks. Nothing in this Agreement shall be interpreted as a transfer of such rights, or part thereof, to the Customer. 11.2 The Supplier agrees to indemnify the Customer from any claims by a third party based on the Customer’s use of the Services, or part thereof, in Sweden and in other countries agreed upon by the parties in writing, infringing any such third party’s intellectual property rights. The Supplier’s obligations in accordance with section 11 are subject to the Customer having used the Services in accor- dance with all conditions set forth in the Agreement. 11.3 The Supplier’s obligation to indemnify under section 11 only applies provided that the Customer: i) without undue delay notifies the Supplier in writing of the claims brought against the Customer; ii) allows the Supplier to control the defence and solely to decide in all related settlement negotiations; and iii) acts in accordance with the Supplier’s instructions and cooperates with and assists the Supplier to the extent reasonably requested by the Supplier 11.4 Customer for such damages, liabilities, costs or expenses awarded in a final judgment or settlement which has been approved in writing by the Supplier. 11.5 If an infringement of a third party’s intellectual property rights is finally established, the Supplier shall at its own discretion: i) procure for the Customer the right to continued use of the Services; ii) modify the Services so that they do not infringe; iii) replace the Services, or part thereof, with an equivalent service which does not infringe; or iv) cancel the Services and repay the fees that Customer has paid for the Service without interest with deduction of any reasonable benefit the Customer might have had from the Services. 11.6 Section 11 constitutes the entire obligation of the Supplier towards the Customer with respect to any infringement in a third party’s intellectual property rights.

12.1 To the extent the Supplier processes personal data on behalf of the Customer, the terms and conditions of the Data Processing Agreement entered into between the parties shall apply 12.2 The Supplier is entitled to reasonable compensation for the performance of its obligations under such data processing agreement

13.1 The Customer shall have all rights to, and be the owner of, Customer Data and no rights or ownership of Customer Data, or part thereof, shall be transferred to the Supplier under this Agreement. The Supplier is entitled under the Agreement to use Customer’s Data to deliver services to the Customer. The Supplier is also entitled under the Agreement period and thereafter to use Customer’s Data in aggregate form without possibility to distinguish specific information, for the purpose of statistics and product development. 13.2 Unless otherwise provided for by the Agreement, Supplier is entitled to compen- sation for work when transferring data to Customer during the agreement term in accor- dance with the Supplier’s price list for similar services applicable at the time of the transfer. 13.3 The Supplier’s obligation for Customer Data is limited to what is established in section 10 above.

14.1 The Supplier shall in no event be liable to the Customer for the loss of profit, revenue, savings or goodwill, losses due to service outages or loss of data, the Customer’s obligation to compensate a third party or any other indirect or consequential damage of any kind. 14.2 The Supplier’s aggregate and total liability under this Agreement in respect to one or more events or series of events (whether related or unrelated) shall under no circumstances exceed fifteen (15) % of an amount equal to the aggregate annual fee paid for the Services. 14.3 Customer shall, not to lose its right, put for- ward any claim for damages within three (3) months from when Customer noticed or should have noticed the grounds for the claim, however, never later than six (6) month’s after the damages arose. 14.4 Section 14 shall not apply to the Supplier’s: i) obligations regarding deficiencies in the Service Levels in accordance with section 9 above; ii) obligations regarding defects in the Services in accordance with section 10 above; iii) obligations regarding infringement of intellectual property rights in accordance with section 11 above; or iv) breach of confidentiality obligations in accordance with section 15 below.

15.1 Each party undertakes not to, without the prior written consent to the other party, disclose to a third party such information regarding the other party’s business that may be regarded as trade secret or any other confidential information that is subject to confidentiality according to law (“Confidential Information”). For purpose of clarity, information stated to be confidential, and Supplier’s price information, shall always be considered Confidential Information. 15.2 A party’s undertaking of confidentiality in accordance with section 15 shall not apply to Confidential Information which: i) is already known by the receiving party when received; ii) is or has become publicly available or known other than by breach of this confidentiality obligation by the receiving party; iii) the receiving party has received in a permissible way from a third party which is under no obligation of confidentiality in relation to the other party; or iv) the receiving party is obliged to make publicly available due to a court order, a decision by a public authority or as otherwise required by law. 15.3 A party is liable for its employees’ and consultants’ respective compliance with the provisions stipulated herein and shall through confidentiality obligations with these or other appropriate measures ensure that the Agreement’s confidentiality is observed. 15.4 A party’s undertaking of confidentiality under the Agreement shall be valid during the term of the Agreement and continue for a period of five (5) years after expiration or termination of the Agreement.

16.1 If the fulfilment of the Agreement is completely or partially hindered, or materially impeded, by circumstances beyond a party’s reasonable control or by labour dispute, a party shall be released from non-compliance in undertaking an obligation for the time the hindrance persists, subject to the party who cannot fulfil an obligation without undue delay giving notice to this effect to the other party. The same shall apply to errors or delay in services or delivery from subcontractors due to circumstances within the remit of this section. If the discharge of the Agreement is hindered for more than six (6) months, party may give notice to terminate the Agreement.

17.1 The Agreement is in force during the term indicated in the Agreement. If the term of the Agreement is not indicated in the Agreement, the Agreement is in force until further notice subject to a mutual three (3) months’ notice. Termination of the Agreement shall be made in writing.

18.1 Each party has the right to, through written notice to the other party, terminate the Agreement in advance with immediate effect: i) if the other party has committed a material breach of this Agreement, and has not rectified the same within thirty (30) days after receipt of a written notice thereof; ii) if the other party is declared bankrupt, enters into liquidation, suspends its payments or if it otherwise can be reasonably deemed to be insolvent; or iii) the other party becomes subject to company reconstruction, however with such mandatory limitations provided for in law. 18.2 In the event of the Supplier’s termination of the Agreement in accordance with section 18.1.1 with reference to a material breach of the Agreement by the Customer, the Customer shall indemnify the Supplier for any obligations against third parties that the Supplier has assumed because of the Agreement at the time of termination of the Agreement. The Customer shall also compensate the Supplier for other costs, damages or losses caused by the breach of the Agreement.

19.1 Supplier shall in Customer’s request at the termination or expiration of the Agreement provide Customer, or such third party as Customer appoints, a copy of Customer Data. After Customers receipt of a copy, Supplier shall destroy or anonymize Customer Data. If the Customer does not request a copy, the Supplier shall destroy or anonymize the Customer Data sixty (60) days after the termination or expiration at the earliest and twelve (12) months after the termination or expiration of the Agreement at the latest. For avoidance of doubt shall anonymized data not be considered Customer Data. 19.2 Supplier shall have the right to compensation for work done in accordance with Section 19.1 above, based on the Supplier’s price list for corresponding services at the time of the transfer.

20.1 Termination or other notifications shall be made by messenger, registered letter or electronic message to the parties’ according to section 2.2 above appointed contact persons at the addresses provided in the Agreement or as changed later by written notification to the other party. 20.2 The notification shall be deemed to have reached the recipient: i) if delivered by messenger: at the time of delivery; ii) if sent with registered mail: two (2) days after sent by post; iii) if sent as electronic message: upon the receipt when the electronic mail has reached the electronic address of the recipient.

21.1 In case of any inconsistency between the Agreement and these General Conditions, the Agreement and its appendices shall prevail. 21.2 The Agreement forms the parties’ entire understanding of all the questions in the Agreement. All written or oral representations or warranties prior to the Agreement are replaced by the Agreement. 21.3 Any amendment or modification to the Agreement must, in order to be binding, be issued in writing and signed by both parties. 21.4 The Agreement may not be assigned to a third party without the other party’s prior written approval. With exception from the above, the Supplier is entitled to assign the Agreement to a third party in connection with transfer of the Supplier’s business or a part thereof, and assign the right to receive payment in accordance with the Agreement.

22.1 This Agreement shall be governed by and construed in accordance with Swedish law with exclusion of its conflict of law rules. 22.2 Any dispute arising out of this Agreement shall be settled by the Swedish Court where the Supplier has its legal domicile. 22.3 If any disagreements arise between the parties regarding the Services, party may submit the matter to the decision of a by the organization Swedish Software specifically appointed committee for mediation. If the matter has been referred to the board by either party, the parties are precluded for a period of two (2) months from the referral to try the issue elsewhere. The costs of the mediation shall be divided equally between the parties. 22.4 The Supplier shall, without prejudice to section 22.3 above, at its own option be entitled to apply to general court or enforcement service for the recovering of overdue claims for remuneration for which the other party has not raised a written complaint within seven (7) days from the due date for the current claim.