General Terms and Conditions – Conscia Sweden

1. Scope

These general terms and conditions pertain to Conscia Sverige AB’s (Conscia Sweden) sales and delivery of products and consulting services to the customer. Changes of these general terms and conditions must, to be valid, be agreed to in writing between the parties.

2. Consulting Services

The parties may agree that Conscia Sweden will provide consulting services for a specified project. Such services are ordered for defined assignments, or as a resource delivery during a predefined time period. It is the responsibility of the customer to provide detailed instructions to the consultant, and that the parties mutually agree on an assignment specification.

Fees for consulting services are according to Conscia Sweden’s pricelist or in line with a written agreement between the parties. Conscia Sweden will allocate the appropriate consulting resources based on competence and experience for the assignment and will retain the right to replace the consultant under certain conditions, such as vacation, illness, and training. Further, Conscia Sweden has the right to utilize sub-contractors to fulfill their consulting commitment. In case the customer requests a specific consultant, a special written agreement shall be made between parties. Conscia Sweden can offer the following consulting categories; Technical Project Manager, Specialist, Expert, Senior Expert and Senior Architect.

Pricing will be according to hourly rate on a rolling basis or based on a fixed project price. Four hourly rates, the invoiced hours will reflect actual utilized hours at the end of each month, while for fixed price the invoice will reflect the agreed upon assignment specification. Cancellation of or changes to ordered consulting services, later than three days prior to the agreed start date may incur a cancellation or late fee from Conscia Sweden.

The consulting services pricelist pertain to normal working hours, Monday through Friday 8.00-17.00. For required services between 17.00-20.00, 1,5*hourly rate will be charged. For required services weekdays 20.00-08.00 and during weekends, 2*hourly rate will be charged.

3. Products

Conscia Sweden will supply products, including hardware, software and licenses, based on the customer written order.

When delivering 3rd party products, the 3rd party’s general terms and conditions for delivery and distribution shall remain valid. This includes, but is not limited to, 3rd party terms regarding liability and warranty.

4. Customer Responsibility

The customer shall inform Conscia Sweden of his/hers IT policies, processes, rules and regulations, including safety precautions and maintenance if IT security. The customer is responsible for sharing relevant information and instructions, as well as provide access to IT system, directives and processes, necessary to ensure Conscia Sweden can fulfill their commitments.

5. Compensation

All prices provided are excluding VAT and other fees such as shipping and travels for consultants. 3rd party current price list is at all times the foundation for the customer end price. Where product prices are offered in currencies other than SEK, the

currency is converted to SEK for invoicing at the time of delivery. When Conscia Sweden purchases product in a currency other than SEK, on behalf of customer who is invoiced in SEK, there will be a currency adjustment if the currency rate deviation exceeds 2% at the time of delivery. Consultant travel time is debited according to the current pricelist. Unless other agreements have been made between the parties, costs such as lodging, parking and other travel costs will be debited.

6. Payment Terms

Invoicing takes place after delivery or partial delivery. Payment must be made at the latest 30 days after invoice date. Payments after due date will incur interest in accordance with the regulations governing interests.

7. Delivery

Products will be delivered to the customer address in Sweden against delivery payment. Consultancy services are delivered as they take place. Conscia Sweden arranges shipment of products to the indicated delivery address as per INCOTERMS DAP. Lead time will be communicated to the customer when it has been shared with Conscia Sweden.

8. Ownership clause

Conscia Sweden maintains ownership of delivered products until full payment has been made, including potential late charges and interests.

Until the ownership of the products have fully transferred to the customer, the customer commits to handle the products with due care. This means that storage and maintenance of the products should be done in a safe and secure manner. The products shall also be insured against fire, theft, and water damage. The customer may not make any modifications to the product without Conscia Sweden’s written consent.

9. Service Agreement

For customers who hold a service agreement with Conscia Sweden, the terms stated in that agreement are added to these general terms and conditions. Where service agreement is made with 3rd party, the 3rd party’s terms apply.

10. Intellectual Property Rights

Each party retains complete property rights to software, business model, documentation, educational material, etc. which have been produced, purchased, or by other means acquisitioned prior to entering into this agreement.

Intellectual property rights that has been developed as part of the consultancy services belongs to Conscia Sweden. By full payment by the customer, and for all remaining claims, the customer retains a non-exclusive, non-transferable, and through time an unlimited right to utilize the results of the consultancy service for internal use.

Regarding the use of consultancy services and/or products originating from a third part, that parts terms regarding intellectual property rights will take precedence.

Access to databases, portals, etc. which Conscia Sweden opens up for the customer, can only be utilized for the customers internal use. This also pertains to the subsequent data, reports, material, etc. The customer therefore has no right to fully, or  partially (i) give 3rd party access to, or by any other means utilize these databases, portals, etc. (ii) distribute, sell or transfer data, reports, material, etc. from such databases, portals to 3rd party, and or (iii) commercially utilize or in any way use data, reports, material, etc. from such databases, portals, etc. in relation to 3rd party.

11. Force Majeure

The parties are not responsible for negligence or delays in meeting their obligations in accordance with agreement and/or according to these general terms and conditions if and to the extent the negligence or delay is the result, directly or indirectly, of force majeure. Such as natural disasters, war, terrorism, fire, social unrest, or other circumstance outside the parts control. This exemption applies under the condition that the wronging party has not failed in their responsibilities and that the negligence or delay had not been avoidable if reasonable precautions had been taken. Under force majeure the party is exempted from fulfilling its commitment or liability as a result thereof, as long as the circumstance remain, and under the condition that the party continue to exercise reasonable precautions from a commercial perspective, to honor their commitments.

The part invoking the force majeure, shall without delay notify the other part, and describe the circumstances as well as provide an estimate of when the force majeure situation will end.

12. Limits of Liability

The responsibility of Conscia Sweden is limited to damages resulting from intent or negligence. Conscia Sweden is not responsible for financial loss or other indirect damage, such as but not limited to loss of data or goodwill. Conscia Sweden’s responsibility is limited to the amount proceed resulting from consultancy services (excluding products) which the customer pays. The max amount is 10 price base amounts (prisbasbelopp) per calendar year.

Conscia Sweden is not responsible for defects, delays or failure to execute in the cases where this is the result of (i) customer negligence or failure to honor agreement and the terms and conditions, (ii) negligence or violation of agreement and/or terms and conditions of other vendor or 3rd party assignable to the customer, (iii) the use of products or consulting services in other ways than intended, (iv) data virus, hacking, Trojan horses, etc. which effect and penetrates security arriving at Conscia Sweden, and (v) consequences from IT inadequacies at the customer or other supplier to customer.

Where delivery includes 3rd party products, that party’s limits of liability dictates in addition to the limits of liability stipulated herein.

Conscia Sweden is responsible for product safety according to the Swedish law, with the limitations stated in this article 16.

13. Applied Law

Interpretation and application of the agreement between parties and these terms and conditions will be made according to Swedish law. A dispute deriving from such agreement and/or these general terms and conditions will in case it cannot be resolved by the parties’ CEOs or equivalent, be decided in Swedish general court with Stockholms tingsrätt as first instance.

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