General Terms and Conditions – Purchase and Supply of Products, Services and Consultancy services – Conscia Sweden

1. Scope

These General Terms and Conditions apply to the purchase and supply Products, Services and/or Consultancy services agreed between Conscia Sverige AB (Conscia and/or the Supplier) and the Customer. Hereinafter jointly “the Parties” or separately “the Party”.

These General Terms and Conditions apply unless otherwise agreed in writing and duly signed by authorized representatives of both Conscia and the Customer.

Conscia can at any time change these General Terms and Conditions. For such changes to apply to existing agreements, the changes have to be accepted by the Customer (normally by electronic means). Should the Customer not agree on the changed Terms and Conditions the once in place will continue to apply to that Agreement.

2. Definitions

Agreement – the mutual understanding and acceptance of the respective rights and responsibilities for the purchase and supply of Products, Services and Consultancy services entered into by the Supplier and the Customer.

Business Hours – Swedish normal workdays (Monday-Friday except public holidays) 8.00-17.00.

Consultancy services – Consultancy services for certain defined assignments. Consultancy services can be ordered as single assignments, or as resource delivery during a predetermined period of time.

Delivery Models – the models for delivery laid down in the Agreement.

Price – the prices of the Managed Services, Products, Services and Consultancy services in accordance with this Agreement and Individual Purchases.

Price Period – the period during which agreed Price shall apply.

Products – hardware, software, equipment and licenses.

Proposal – a proposal and/or quote given by the Supplier for a specific purchase. Generally precedes an Individual Purchase/Purchase Order.

Purchase Order – Individual purchase as proposed by the Supplier and accepted by the Customer.

Request for Proposal – a Purchaser’s request for a Proposal for a specific purchase.

Services – the services that the Customer purchases and the Supplier provides under the Agreement.

Specification – the details such as technical specification, requirements and descriptions, specified for each Individual Purchase/Purchase Order.

Vendor – a manufacturer of Products and/or Services (including cloud services) that are resold by the Supplier.

3. Obligations

The Supplier shall provide the Products, Services and/or Consultancy services in accordance with the Agreement including any appendices, these General Terms and Conditions, and with the skill and diligence that the Customer has reason to expect from a reputable company within the business.

The Supplier shall provide the Products, Services and/or Consultancy services in the manner, with the functions and to the levels set out in the Agreement and the Individual Purchase.

The Customer undertakes to fulfil its obligations according to the Agreement which are based on the Customer’s role as Customer and which are a prerequisite for the implementation of the Agreement.

Where relevant, the Customer shall, for the entire term of the Agreement, ensure that the Customer fulfils its prerequisites as set out in the Agreement.

Concerning Services, the Customer is fully responsible for its own equipment. The Customer handles appropriate and regular protection of data, especially data required to perform back-ups as well as functional operation of its equipment without any assistance from the Supplier.

Both parties commit to engaging in good faith to ensure that provided access and information do not compromise security and compliance with applicable data protection laws, including GDPR.

4. Products, Services and Consultancy services

The Supplier provides Products, Services and Consultancy services according to the Individual Purchase, under the terms of the Agreement and these General Terms and Conditions.

The Customer shall inform the Supplier of its IT- policies, regulations and processes, including security regulations and maintenance of IT- security relevant to the Products, Services and Consultancy services. Where applicable, the Customer is responsible for ensuring that the Supplier receives relevant information, including instructions, access to IT systems, regulations and processes and routines so that the Supplier can fulfill its commitments.

5. Consultancy services

Concerning fees for Consultancy services, the Suppliers current pricelist applies if not otherwise agreed. Specific prices (such as for example fixed prices for defined assignments) may be agreed for individual Purchase Orders.

In the event of cancellation or change of ordered consulting time later than three days before the start date of the assignment, the Supplier reserves the right to charge a cancellation or delay fee as set out in the Agreement.

The Supplier allocates the/those consultant(s) who have the required competence and experience for the assignment and reserves the right to replace a consultant in case of absence for special reasons, such as vacation, illness and education. The Supplier further has the right to use subsuppliers for the performance of consulting assignments.

6. Purchase process

Purchases are done by the Customer sending a Request for Proposal for a specific purchase to the Supplier. The Supplier will send a Proposal (quote) containing prices and/or pricing/rebate models, delivery details and other applicable conditions to the Customer. The Customer will place an Individual Purchase to the Supplier in the way set out in the Agreement or the Proposal (i.e via e-mail or electronically in the Conscia Service Portal (CNS).

7. Delivery

Products, Services and Consultancy services shall be considered delivered as set out in the Agreement. Services and Consultancy services are provided from the premises of Conscia, unless otherwise agreed.

For Products there are several different Delivery Models, depending on various factors such as geographical areas. The Delivery Models are set out in the Agreement. Products are delivered according to Incoterms DAP, unless otherwise agreed.

8. Vendor specific Products and Services

Concerning re-sell of Vendor-specific Products and/or Services, the Vendors’ terms, conditions and descriptions, including service level agreements (SLA) shall be valid and prevail. Conscia supplies vendor-specific Products and Services at the terms, conditions and descriptions of the Vendor. The Vendor may at any time adjust or change the conditions of its products and/or services. The Supplier shall inform the Customer of substantial changes of such conditions without delay in writing (normally electronically). Thus, as an example, the Supplier is not responsible for errors in Services caused by consequences of upgrades in the Vendors products. Further, where licenses are required, the Supplier may distribute (resell) such licenses, but the license agreements are entered into between the Vendor and the Customer (for example so called “end user license agreements, EULA” are entered into between the Vendor and the Customer).

9. Defects and Complaints

Concerning Products, the Customer must notify defects and complaints according to the following.

Upon arrival of delivery of Products to the Customer, the Customer shall inspect the shipment externally and sign off the delivery (the correct number of collies, that the packaging is not damaged etc). Should any goods be damaged upon arrival, the Customer shall refuse the shipment and turn to the Supplier with a claim of damaged goods. The Supplier will manage the claim towards the Vendor and provide a new delivery. For clarity, in case of the Customer have signed off a delivery of damaged goods, the responsibility is with the Customer. The Supplier will take efforts in replacing damaged goods but without guarantees.

Should any Product be deemed “’Dead on arrival” (DOA), this shall be handled following the Vendor’s DOA conditions applicable at the time.

Concerning Services, the Customer must notify in writing any complaints immediately after the deficiency or error was discovered and no later than six months from the cause of the claim occurred or should have been detected.

10. Compensation

The Pricing for the Products, Services and Consultancy services are set out in the Individual Purchase. Any Price Period that may apply are set out in the Individual Purchase.

All prices are excluding VAT and other charges such as customs charges, chemical taxes etc. Taxes will normally be charged according to the laws of the country for the supply.

Travels are charged at cost (including travel costs, hotels and other expenses such as parking) and travel time is charged according to applicable hourly rate.

Invoices can be provided in SEK, EUR or USD as for any Individual Purchase. Currency conversion from base currency to invoice currency will take place on invoice date.

Concerning Consultancy services, the prices set out in the Suppliers pricelist for Consultancy services or as otherwise agreed for an Individual Purchase apply for work performed under Business Hours. Work Monday-Friday 17.00-20.00 will be charged at the relevant rate multiplied with 1,5. Work Monday – Friday 20.00-08.00, weekends and public holidays will be charged at the relevant rate multiplied with 2.0. Costs will be charged for every started hour. Time spent will be invoiced per started hour.

The Supplier has the right to adjust all Prices in the Agreement once a year in accordance with the change following the Labor Cost Index for salaried employees published by Statistics Sweden (LCI tjm), preliminary index, SNI 2007 code J (information and communication activities).

11. Payment terms

Unless otherwise agreed in the Agreement or Individual Purchase, invoices for Products, Services and Consultancy services shall be issued and paid monthly. Payment is due within 30 days after an invoice is issued. In case of late payments, statutory interest may be charged.

With regard to financing of purchases, specific terms and conditions apply.

12. Retention of title

Regarding supply of Products, or where a Services include hardware, delivery is subject to settlement by the Customer of all payments, costs and expenses, when these are due. This means that Conscia retains title in hardware delivered until all payments regarding hardware, including any interest and costs, have been settled.

Until title has passed to the Customer, the Customer will be obliged to properly take care of the hardware, including prescribed storage and maintenance, full value insurance against fire, theft and water damage, and in no way to make changes to the hardware without the written consent of Conscia. The Customer is obliged not to move, pledge as security, rent out, lend out or otherwise dispose of the hardware without the consent of Conscia, until title has passed to the Customer.

13. Sub-suppliers

The Supplier has the right to engage sub-suppliers for the performance of the supply of Products, Services and Consultancy services, as well as for other commitments stemming from the Agreement, with the limitations that follow from agreements of specific condition for the processing of personal data (Data Processing Agreement). The Supplier is responsible for work performed by sub-suppliers. For the avoidance of doubt, a Vendor is not considered a sub-supplier.

14. Data

All rights to data originating from a Service and that is transferred through the use of that Service, including personal data, remains the exclusive property of the Supplier.

Data provided by the Customer’s use of a Service remain exclusive property of the Customer. Customer guarantees that it has necessary rights to disclose such data.

Personal Data and information security

The Customer is controller for any personal data processed and/or stored by the use of Services. In relation to such personal data the Supplier is processor and will process personal data only in accordance with a Data Processing Agreement that forms part of the Agreement or to be agreed upon separately.

Conscia commits to maintaining the highest standards of information security in line with ISO 27001 requirements and ensuring the protection of personal data in accordance with the General Data Protection Regulation (GDPR). This includes, but is not limited to, implementing appropriate technical and organizational measures to secure data against unauthorized or unlawful processing, accidental loss, destruction, or damage. Furthermore, Conscia will ensure that all personnel authorized to process personal data are committed to confidentiality. Both Parties will comply with their respective obligations under GDPR and any other applicable data protection laws.

15. Intellectual Property

Each Party will retain full title to and all intellectual property rights in software, business concepts, documentation, training material, etc., which have been created, acquired or otherwise obtained prior to the Agreement.

Intellectual property rights developed in connection with the delivery of the Services belong to the Supplier.

Any access granted to the Customer to databases, portals, etc., owned or made available by the Supplier may only be used by the Customer for internal purposes in relation to the Services procured. The Customer is therefore not entitled to wholly or partially (i) allow third party to access and/or use such databases, portals, etc., (ii) distribute, sell or transfer data, reports, material, etc., from such databases, portals, etc., to third parties, and/or (iii) make commercial use of data, reports, material, etc., from such databases, portals, etc., in respect of third parties.

Supplier shall at its own cost settle and/or defend Customer against any claims for infringement of third party patents, copyrights, registered designs or any other intellectual property rights by reason of the proper use of the Product or Service by Customer, within the limitations following from Section 16 below.

 Concerning the Customer’s use of services and/or products arising from third party, the terms and conditions of that third party apply.

16. Limitation of Liability

Except for damages caused by intent or gross negligence, the maximum liability of a Party during each consecutive 12-month period is limited to an amount equivalent of 10 % of the yearly sum of the Services and Products procured, however maximum 1 000 000 SEK.

In no event shall a Party be liable to the other for any incidental, consequential or indirect damage including but not limited to lost profits, loss of anticipated savings and revenues.

In case where the Services include hard- and/or software and/or licenses from third parties, in addition to the limitations of liability laid down in this Section, the limitations of liability set out by that third party apply.

Concerning product safety, where relevant, the Supplier is responsible for product safety as laid down in law with the limitations set out in this Section.

A Party’s liability is limited to claims presented no later than six months from the cause of the claim occurred or should have been detected.

17. Contract period and termination

The contract period is set out in the Agreement.

Either Party may at any time terminate the Agreement in whole or in part upon written notice with immediate effect in the event that the other Party:

(i) becomes bankrupt, ceases payments, applies for company reconstruction, goes into liquidation or otherwise may be considered to be insolvent; or

(ii) the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

Either Party shall have the right to terminate an Agreement by written notice to the other Party, if the other Party commits a material breach of its obligations of that Agreement, provided the breaching Party does not remedy the breach within ninety days of written notice from the other Party.

18. Confidentiality

Each Party undertakes, under the term of the Agreement and for a period of three (3) years thereafter, to refrain from revealing or forwarding to a third party or otherwise making public any Confidential Information.

By “Confidential Information” means (i) all materials, documents and information (whether or not in written form), technical, commercial or other, that the Party wishes to keep confidential: and (ii) all other materials, documents and information (whether or not in written form) that the disclosing Party designates as “Confidential Information”.

The non-disclosure obligation shall not include information that:

a. is in the public domain at the time of execution of the Agreement, or which comes in the public domain during the term hereof other than pursuant to a breach of the Agreement by the Party receiving the information;

b. is known to the receiving Party at the time of disclosure by the other Party;

c. is received from a third party without a restriction on further disclosure;

d. is independently developed by an employee, subcontractor or consultant of the receiving Party; or

e. the receiving Party is required to disclose by law or by a governmental or administrative agency or body (including without limitation any securities exchange body) or decision by a court of law, but then only after first notifying the other Party of the required disclosure.

In the event either of a), b), c) or e) above applies, the receiving Party shall keep confidential that it has also obtained the information from the other Party. Notwithstanding the above, each Party shall be entitled to disclose the other Party’s Confidential Information to its Affiliates and their respective directors, officers, employees or consultants on a need to know basis on the condition that such Party undertakes to have confidentiality obligations in force with such Affiliate which is not less restrictive than those set forth herein. Notwithstanding the before mentioned, a Party disclosing information to any of its Affiliates and their respective directors, officers, employees or consultants is at all times responsible and liable for the compliance by an Affiliate and their respective directors, officers, employees or consultants with the confidentiality provisions pursuant to the Agreement.

19. Force majeure

Neither Party shall be liable for damages for failure or delay in performing its obligations under the Agreement and/or individual Purchase Orders (i) if and to the extent that the failure or delay is due, directly or indirectly, to natural disaster, war, terrorism, or other similar cause which is beyond the Party’s control, and (ii) provided that the offending Party has not breached its obligations and that the omission or delay could not have been prevented if reasonable precautions had been taken. In such case, the offending Party shall be released from liability for damages as long as the circumstance persists and provided that the Party continues to take the measures that are reasonable from a commercial perspective to fulfil its obligations.

A Party that is delayed due to force majeure shall notify the other Party without delay including a description of the circumstance and, if possible, a written plan describing how the Party intends to end the delay.

A defaulting Party shall take all commercially reasonable means to continue its performance or limit the consequences of its failure to perform its obligations under the Agreement.

20. Amendments

Any amendment or alteration of the Agreement shall be made in writing and be duly signed by the Parties’ authorized representatives in order to be valid and binding. Concerning Individual Purchases of Products, these can only be changed or amended until it has been processed in the Vendor’s ordering systems.

The Supplier can amend or alter these General Terms and Conditions at any time. Such amended or altered terms and conditions will apply in relation to the Customer, at the provisions set out above in Section 1.

21. Governing law

These Terms and Conditions, as well as the Agreement and Individual Purchases shall be governed by and construed in accordance with the laws of Sweden, without giving effect to any choice of law or conflict of law provisions.

Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be Swedish unless the Parties considers English preferable.

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