Terms and Conditions - Subscription (SAAS)

1. Introduction

These Terms and Conditions (AV) govern your use of the contractual software and are fully or partially integrated additional services, together hereafter referred to as Services. The Services are provided by Lundalogik AB (Lundalogik). You buy access to the Services directly from Lundalogik. These AV apply between Lundalogik and you and govern Lundalogik obligations to your business and your obligations as a customer and user of the Services. In AV terms appear with initial capital letters. In cases where the terms are not defined directly in the text they are defined in paragraph 18 below.

The customer gets access to the Services as these AV have been accepted, which occurs in connection with the signing of the agreement.

AV applies regardless if the software given is free or has been purchased.

2. Messages

Messages and information about the services is sent through the Service or as a message in the Services interface. Messages can also be left on the relevant website.

The message is deemed as delivered when it is published. Examples of messages are, information about disruptions, new versions, and additional information about the software, support or condition changes. Lundalogik may at its own accord also send the message via e-mail or mail. In such a case, the message is to be considered delivered when it is sent from Lundalogik.

The message applies immediately, unless otherwise stated in the message.

Message from the Client to Lundalogik regarding AV is primarily sent by e-mail to the address stated on Lundalogik’s website. You can also reach us, Monday to Friday 08:00 to 17:00 on the telephone number shown on Lundalogik’s website.

3. Subscription Agreement

Services are provided as "Software as a Service" (SaaS), where the customer purchases a subscription to the Services that are made available online. When purchasing subscriptions the customer is given the right to access Services and the right to use them in a manner shown in the AV. All parts of the Services are governed by AV, including parts that are added, purchased additionally or are in use at a later time.

The customer receives a limited, terminable, non-exclusive and non-transferable license to use the Services in accordance with AV for the Customer’s internal business operation upon payment of fees according to the current price list or contract at the time. Payment of fees according to the contract and fulfillment of AV is a necessary condition for the right to use the Services.

Services are provided in existing condition. The right to use the Services is not conditional of or dependent on any particular version of the Services or function at any particular time, but gives access to and the right to use the Services as provided at any given time. The provision of services is not conditional on the delivery of future versions or functionalities, nor dependent on publications, materials or comments relating to or made by or for Lundalogik.

Lundalogik reserves the right to provide the services from another country.

Lundalogik reserves the right to, in its sole discretion, make improvements, additions and alterations, or remove functionalities or correct errors or defects in the Services. Lundalogik disclaims any liability arising from such action. If such a change, in the unlikely event, causes functions to not work or permanently remove such functions which are an essential part of the Services, the Customer is entitled to terminate the subscription immediately. The Customer shall thereupon be entitled to proportional refund of prepaid fees in respect to the part or parts of the Services affected.

Lundalogik reserves the right to change the terms of AV and other conditions for delivery of the Services with a 60 days' notice. If the Customer does not accept such an amendment, the subscription of the Services may be terminated in accordance with section 9 of the AV. The Customer is entitled to a proportional refund of prepaid fees if they are unable to be used by the customer.

Lundalogik has the right to subcontract the performance of Lundalogik's commitment under the Agreement. Lundalogik is responsible for the fulfillment of the contractual obligations undertaken by subcontractors as if they had been carried out by Lundalogik themselves.

Upon revocation of the order after a signed agreement Lundalogik reserves the right to charge the actual costs, and 25% of the entry fee and the subscription fee for the first 12 months.

The customer is under no circumstances entitled to transfer or assign, in whole or in part, any license for the services to third parties (including but not limited to mergers and divisions, bankruptcy, change of ownership or Control or to nearby company) if not a written approval is obtained from Lundalogik beforehand.

4. Access rights

When the Customer has bought a subscription of the Services and accepted AV the Customer has the right to use the Services during the subscription period for as many users as the Customer bought the subscription for. The Customer can with his own choice buy the right to more users using the Services, or the right to use fully or partially integrated Additional services according to the prevailing price list or agreement.

Only users with a paid and valid subscription have the right to use the Services. User Licenses are issued for specific named users. User accounts are created and managed by the Customer. User licenses may not be shared or used by more than one user but the Customer can freely transfer one user license to another user. Lundalogik reserves the right to check the number of user licenses used.

Each User is responsible for confidentiality and accuracy regarding logins and other account information. Customer and /or User must inform Lundalogik immediately upon unauthorized access of login information.

The customer is aware that the use of the service requires access to certain software, equipment and communication services required to use the services. These are shown on the Lundalogik website or communicated by Lundalogik upon request.

Users should not transmit viruses, worms or malware of any kind to the Services or when using the Services. The Services may not be used for any illegal or unauthorized purpose. Users will not violate any laws in the relevant jurisdiction /relevant jurisdictions, including but not limited to copyright laws or transmission of obscene, threatening, abusive, defamatory or offensive data to the Services.

5. Start-up of services

Lundalogik shall provide the Services to the Customer from the Start Date, which is done when Lundalogik provides the Customer’s login information and/or any other indication. The Start Date occurs when Lundalogik makes the necessary credentials and other instructions for accessing the services available to the customer without requiring any special approval from the Customer. Additional services can be made available at a separate time. This will not affect the Start Date.

6. Limitations of Services

The maximum storage for the customer in the services basic configuration is shown on Lundalogik’s website. Contact Lundalogik for quotation on the need for additional capacity.

7. Data processing and privacy

7.1 Treatment of personal data

The Personal Data Act (1998: 204) requires the establishment of written agreement when Personal Data Assistants treat personal data on behalf of the person responsible for the personal data. This agreement constitutes one integrated part of an existing service agreement between the parties for the services that Lundalogik (personal data assistance) as Personal Data Assistant will process personal data on behalf of the Client (Personal Information Manager) as a Data Controller. The agreement is valid as long as the Personal Data Assistant processes personal data on behalf of the person responsible for the personal data.

The Personal Data Assistant and the person or persons operating under his supervision shall process personal data in accordance with the instructions set out in the Agreement or may be inferred from the respective service or as from time to time provided by the data controller.

The Personal Data Assistant shall treat personal data on equipment that is physically within EU / EEA or by the European Commission authorized third country.

For the cases when registered, Data Inspection or other third party man request information from Personal Data Assistant that involves the treatment of personal data the representative shall refer to a Privacy Manager.

Unless otherwise stated by law or governmental decree, the Personal Data Assistant does not have the right to give out personal data or other information of treatment of personal data without explicit instructions given by the Privacy Manager. The Personal Data Assistant is not entitled to represent the Personal Data Controller or act on behalf of the Personal Data Controller towards the Data Inspection Board, another agency or a third party.

The Personal Data Assistant shall take appropriate technical and organizational measures to protect personal data against unauthorized access, destruction and alteration. The Personal Data Assistant shall in particular comply with the Data Inspector’s instructions in its general advice "Security for personal data” or other regulation that the Data Inspector assigns.

The Privacy Manager is entitled at his own expense or through a third party to check that the Personal Data Assistant complies with this agreement. The Personal Data Assistant shall free of charge be able to give the Data Controller the necessary assistance that is needed. In the case where the Personal Data Controller finds deficiencies and no correction can be done within 30 days from written request, the Data Controller has the right to end the agreement for each service and this agreement has immediate effect.

The Personal Data Assistant has the right to use subcontractors for treatment of personal data and shall under such circumstances, sign subcontractor agreements with subcontractors that at least correspond to the commitments and obligations in relation to the Personal Data Controller under this agreement, and commit the subcontractor to provide free of reservation the data controller the right to carry out the necessary inspections of the treatment. In cases where subcontractors are used, the personal data assistant should also maintain at a time an updated list available over their subcontractors.

In the case where the Data Controller finds deficiencies in the treatment of a subcontractor, or subcontractor in another way does not live up to the commitment under the assistance agreement, the Personal Data Controller has the right to demand in writing that the Personal Data Assistant immediately and at his own expense terminates the representation contract and ensures that the subcontractor is not continued access to personal data. In the event that the Personal Data Assistant does not share the view that flaws exist, both parties should cooperate to get permission for an urgent consultation with the Data Inspection Board. Until the Data Inspection’s consultation saying has been submitted the eventual requirements for the termination of the assistance agreement will not be valid. The Data Inspection Board's opinion in the consultation shall be the guide for both parties continued handling of the situation.

The Personal Data Assistant shall when this agreement ends within twelve (12) months, destroy or de-identify any personal data so that none of it is left with the Personal Data Assistant or the subcontractor.

The Personal Data Assistant will assist the Data Controller to produce information requested by the Data Inspection Board, other authority or registered. The Privacy Manager shall replace the Personal Data Assistant for such work in accordance with the personal assistant at a time with the current price list.

The Personal Data Controller shall ensure that the treatment is in accordance with the Data Protection Act. The Personal Data Controller is responsible for informing the registered about the process, in necessary cases to obtain consent from the registered and in necessary cases register the process to the Data Inspection Board. The Data Controller shall keep the Personal Data Assistant acquitted for damages or costs arising from the treatment which is attributable to the Personal Data Controller’s actions.

7.2 Customer Data

The Customer holds all rights to the Customer's data and Lundalogik obtains no rights, in addition to that of the AV, to the Customer Data or any part thereof. Lundalogik has the right during the term of the agreement to use Customer Data to deliver services to the Customer.

7.3 Information Collection

Lundalogik may gather information from the use of the services through automated data collection tools. Lundalogik collects and uses such information with the purpose to ensure, maintain and improve products and services and for statistics and analyzes of various kinds.

7.4 Collection and presentation of identification data

The customer hereby expressly agrees that Lundalogik may collect and view and transfer the Customer's identification data and profile information to Lundalogiks database and share information with others. If the Customer does not wish to be registered in Lundalogik’s database the Customer should contact Lundalogik.

7.5 Information

If not otherwise stated in the AV, Lundalogik will not sell, rent, rent out or in other ways make the collected Data available to third parties, except in the following situations; (I) to follow law, provision or regulation, or to respond to a final request from the authorities or the police, such as a court order, decision or injunction; (Ii) to investigate or prevent security threats or fraud; (Iii) in the event of reorganization, merger, sale or purchase of all or part of Lundalogik when personal information may be disclosed as part of the reorganization, the merger or to actual and future buyers. Lundalogik will in all such cases ensure that such parties observe the terms as follows here, and notify that such information has been given out.

8. Pricing and Billing

Unless otherwise stated in the Agreement, the charges and billing periods for Services follow the prices as at the time are available by Lundalogik.

Subscription fees are normally charged three months in advance, unless otherwise specified. The parts of Services that in the former case have a charge per Transaction are normally charged in arrears. Lundalogik reserves the right to change the price for Services for upcoming periods.

Terms of payment are normally 30 days. Fees, such as invoice fees, are charged under the conditions at the time applied by Lundalogik. VAT is added to given prices.

Penalty interest is the Riksbanken fixed reference rate plus 8 percentage points.

9. Agreement Term and Termination

Subscription applies from the Start Date. Unless otherwise stated in the Agreement, the Agreement is valid for twelve (12) months, after which the period is automatically extended for twelve (12) months at a time unless either party terminates the Agreement in writing no later than sixty (60) days prior to the end of each Agreement.

The Customer can at any time increase the number of users. The contract period above also includes the new users. Compensation is based on the Start Date.

Termination of this Agreement, either in its entirety or of certain parts or certain number of users, must be in writing and applies from the date the other party received the notice. Any upfront paid fees are not refundable. As a customer, you are responsible for saving the electronic receipt of the terminated agreement, which is always sent to the customer via email.

Upon termination of the subscription, the Customer's access to the Services will be locked after the last active subscription day.

The Customer can reduce the number of users only after the initial term expires. If you wish to have the subscription include fewer users than the total subscribed by the customer, such reductions must be notified in writing no later than 60 days before the next contract period. The number of possible signed-in users will then be adapted to the new desired number of users.

If the Customer wishes to export the Customer Data, this shall be done before the last day of active subscriptions. If the Customer wants Lundalogik to help getting data exported this takes place against the current consultancy tariff according to the price list. After the last day of active subscriptions the Customer Data in the service will be deleted and it is up to the customer to save information in other ways.

A terminated subscription agreement can be renewed. Once signed agreements automatically means a new period of 12 months.

10. Early termination

Lundalogik can terminate this Agreement with immediate effect if the Customer has delayed the payments of fees, is insolvent, bankrupt or otherwise unable to fulfill his payment obligations or if the Customer violates this agreement. Lundalogik has then Right to close Services completely with immediate effect.

11. Availability

Lundalogik shall provide one for the customer safe delivery of services. Services are normally available via the Internet 24/7 seven days a week. Lundalogik (and by them hired suppliers) has the right to take measures affecting the above mentioned availability if Lundalogik considers it necessary for technical, maintenance, operational or safety reason. Planned outage because of system maintenance, the Customer is notified in advance. See Lundalogik’s website for planned operation and maintenance shutdowns.

Unplanned stoppage can occur. In the regard Lundalogik is responsible for, and can affect, such stoppage, Lundalogik shall promptly fix the error.

12. Security

Lundalogik is keen to provide safe and reliable services, and strives at all times to provide adequate administrative, physical and technical security. Lundalogik performs regular backups to ensure that Customer Data is stored safely. In large-scale user mistakes there is a possibility to send a request to Lundalogik about restoration of the last made backup. Restoration is an additional cost.

13. Support

Lundalogik constantly develops its products for Customers to have access to as good software as possible.

The subscription ensures that the Customer has access to the latest versions of the software and also is entitled to help.

The Agreement gives the right to administrative support related to problems with the product.

Unless otherwise agreed, Lundalogik provides product support via Internet, e-mail and phone, Monday to Friday 08:00 to 17:00. Support questions via e-mail are answered, normally within the next following business day. Support issue received via telephone are prioritized after arrival.

Day before weekends Lundalogik reserves the right to keep the support closed, if this were to happen, it will be announced on Lundalogik’s website.

Support means help when there is a problem with standard products from the range of products provided by Lundalogik.

Support for Customer customization is provided within the guarantee period of 3 months, then Customization is handled according to current consultancy tariff. What is meant by Customization can be seen in your contract.

Support is provided to the Customer who is appointed LIME-administrator.

Lundalogik’s obligations does not include to give instructions or educate the user if the necessary information is available in the Services help texts, work flows on the Internet or in other media, to make customer-specific adjustments in the Services, remedy errors that occurred because of the actions of other than Lundalogik staff, careless or improper handling, remedy defects caused by a product / service from a third party connected to the Services or remedy errors caused by faults in the Customer's technical equipment or errors caused by harmful code. Furthermore Lundalogik is under no obligation to repair faults in the network, operating system or other software provided by third parties. In other words, support does not include Windows, MS Office, printer or e-mail software, etc.

All efforts by Lundalogik should be in reasonable proportion to the subscription fee.

14. Immaterial rights

Lundalogik - or its licensors - is the sole owner of all intellectual property rights (IPR) related to the Services. IPR includes but is not limited to copyrights, patents, trademarks, trade names, designs and product designs, source code, databases, business plans and know-how, whether it is registered or not. All documentation, including manuals, user guides, or other written, electronic or non-electronic, descriptions of how the Services are established and used (Documentation) is considered part of the Services and is subject to the same restrictions. All copyrights, trademarks, registered trademarks, product names, company names or logos mentioned in the Services or in connection with the Services are considered the property of the respective owner.

Lundalogik claims no intellectual property rights or proprietary rights of any kind, to the data owned by the Customer that is transferred to the Services.

If Lundalogik provides products licensed from another supplier than Lundalogik, the other provider’s license applies before these AV.

The service can be integrated with applications, websites and services from third parties (”Third Party Applications"), in order to make the content, products and/or services available to the user. These third-party applications may have their own terms of use and privacy policies and the use of such Third Party Applications are governed by and subject to such terms and privacy policies. Lundalogik does not endorse and is not responsible for the behavior, functionality or content of any Third Party Application or any transaction between the user and the provider of such Third Party Applications.

If the Customer infringes on Lundalogik’s or third party’s IPR, or use the Services in a manner inconsistent with AV, the Customer shall pay an amount equal to the greater of the equivalent of the Subscription fees for five years in respect to the current licenses or the actual damage. The Customer acknowledges that Lundalogik can suffer irreparable damage in case of intrusion or damage to the IPR, and that Lundalogik or its licensors shall be entitled to use all reasonable steps to protect its commercial interests, and their property, including all possible measures by law. The corresponding shall apply if the Customer has, or has tried to obtain information or data that the Customer has no right to according to AV.

15. Compensation

Lundalogik shall defend the Customer against claims or proceedings in which a third party has submitted a claim under the Customer's use of the Services under AV in contrary to or infringe any third party's patent, copyright or other intellectual property right. The Customer shall immediately notify Lundalogik if such a requirement has been made. Lundalogik shall, to the extent Lundalogik is responsible, hold the Customer harmless for any costs, fees, damages, expenses or loss suffered by the Customer under a court vindicated settlement or judgment, including attorney's fees, provided that the Customer cooperates with Lundalogik on the expense of Lundalogik and that Lundalogik gets full Control over the legal process and or settlement, and that the Settlement frees the Customer from all liability. Lundalogik may, at its sole discretion (i) modify the Services so that they are no longer in conflict, (ii) replace the Services with a functionality equivalent to the Services, (iii) obtain a license for the Client's continued use of the Services, or (iv) terminate Customer's Account for the Services to a refund of any subscription fees paid in advance for license periods exceeding the day of expiry. The Customer is not entitled to make any other requirements applicable by reason of infringement of third party rights.

What is indicated above shall not be applicable if the Services have been used in violation of AV or if claims arise on the basis of modification, integration or Customizing of Services as not performed by Lundalogik.

The Customer shall defend Lundalogik against requirements or processes where a third party submitted a claim based on that Customer Data, or use of the Services is in violation of the AV, is in conflict with or infringes the third party's patent, copyright or other intellectual property right, or in violation of applicable laws. Lundalogik shall immediately notify the Customer of any such requirement. The Customer shall indemnify Lundalogik for all costs, fees, damages, expenses or losses that Lundalogik suffers according to a court vindicated settlement or judgment, including attorney's fees, provided that Lundalogik cooperates with the Customer at the Customer's expense, and gives the Customer full control over the legal process and / or settlement, and that the settlement relieves Lundalogik from any responsibility.

16. Secrecy

Each party undertakes not to any third party without prior written consent disclose such information if the counter party activities may be regarded as business or professional secrets or which by law is covered by confidentiality ( "Confidential Information").

The party is responsible for their respective employees and consultant’s observance of the rules set forth herein and should by confidentiality agreements with these or other appropriate measures ensure that contract secrecy is made.

The party’s confidentiality under the Contract applies during the contract and also for a period of five (5) years after the contract has expired.

17. Warranty and Guarantee limit

Lundalogik guarantees that the Services will function essentially as described. The Customer and Lundalogik agree that the Services and the delivery thereof is not completely free of errors and that the performance improvement is an ongoing process. The Customer permits that Services are delivered in existing condition and used at the Customers own risk.

Lundalogik does not guarantee that the Services meet the Customer’s requirements, that they function properly with the Customer's choice of equipment, systems or preferences, nor that it is not interrupted or free of errors. The Customer is responsible for third-party applications such as web browsers, PDF readers, toolbars, anti virus software and that firewalls are installed properly and allow traffic to the Lundalogik referring websites. Furthermore, it should be noted that the use of the Internet to use the Services are neither installed, maintained nor established by Lundalogik, and that Lundalogik does not have control over the Internet. Lundalogik is not responsible for interruptions or disruptions in the operation of any part of the Internet, and is not responsible for any regulation of the Internet. Lundalogik shall take all reasonable measures considered appropriate to correct and prevent such events; Lundalogik however does not guarantee that no such interruptions can occur. Lundalogik is not responsible for the performance of Internet services or how Internet providers perform their services.

If the services are not functioning in accordance with the above limited warranty, Lundalogik shall correct all found errors or flaws in Services at their own expense. Lundalogik addresses notified errors in the Services as in a serious way affect function of the Services, as soon as possible. Lundalogik reserves the right to determine when and how an error will be corrected and when and how an action should be performed. Lundalogik fixes errors that do not seriously affect the Customer's use of the Services and/or functionality of the Services, at the earliest at the next official version of the Services.

The Services are delivered as is and neither Lundalogik nor its licensors give warranty, expressly, implied, regarding the suitability for a particular purpose or capacity for system integration. No claims beyond those specifically stated in the AV made with respect to the Services, and the Customer shall not rely on any claims not expressly mentioned in AV.

Links to web pages not owned or controlled by Lundalogik that appear in Services or consequent pages or documentation are provided for convenience only. Lundalogik is not responsible for such websites.

If any part of AV is found to be invalid, completely or partly, shall this not affect validity of other provisions. The provision shall in such cases be replaced by a provision which, as far as possible, achieve the original provision purposes.

18. Limitation of Liability

Lundalogik is in no case liable for the contents or ownership of the data.

Lundalogik is in no case responsible for any instructions for Data processing or other measures performed by the Customer’s User.

If Lundalogik is held responsible for payment of compensation to the customer as a result of a breach of any obligation as follows of AV, shall such compensation during no circumstances contain compensation for indirect loss or consequential, or damages of any kind as follows of, or is one results of such breach of contract; Extensive but not exclusively all loss of Data, loss of production, loss of revenue or profit, or third party claims or government decisions, even if the Customer has been advised of the possibility of such damages. Lundalogik’s liability under AV is limited to direct damage, except where otherwise stated by mandatory law, such as in terms of damage caused by gross negligence or intent. All refunds and compensation for direct damage and direct losses and expenses during each 12-month period shall not exceed an amount corresponding to 12 months' subscription fees for services under the same period. Such refund or replacement can also not exceed a base amount according to Chapter 2. Section 6 Social Insurance Code.

Neither Lundalogik nor the Customer shall be liable for any delay or interruption of their commitments caused of, or derived from, one of force majeure events, such as earthquake, riot, labor dispute and other events that are in the same way out of Lundalogik’s or the Customer’s control.

In the event that laws, ordinances or regulations relating to the Services or the delivery thereof is changed, or new legislation or regulation becomes effective after the Service has been made available on the market, which prevents Lundalogik from fulfilling instructions from the Customer or Lundalogik’s obligations under AV, and/or requiring that the Service is turned off, totally or partially, for a specified period or for an indefinite period, it shall be deemed to constitute a force majeure event. Lundalogik is in no case liable for any force majeure events. In such cases the Customer will be compensated for prepaid subscription fee for the affected Service of the month following the shutdown of the Service by reason of force majeure event. In addition, the Customer is not entitled to make additional demands on Lundalogik.

Even if Lundalogik will show due care for the secure transmission of information between the Customer and the Services, the Customer permits that the Internet is one open system and that Lundalogik can not guarantee, nor guarantees, that third party is unable to take possession of or change Data or Transference. Lundalogik has no responsibility for such unintentionally abuse, disclosure or loss of Data.

19. Contracting Parties and applicable law

The parties' rights and obligations shall be entirely governed by Swedish law. Disputes concerning the interpretation of the AV or use of the Services, the parties shall try to resolve amicably. If dispute cannot be solved this way, the dispute shall be settled by arbitration administered by the Stockholm Chamber of Commerce Arbitration Institute (the Institute). If the dispute does not exceed the target value of SEK 100 000 the Institute's Rules for Expedited Arbitration shall apply. If the dispute exceeds SEK 100 000 the Arbitration Rules of the Stockholm Chamber of Commerce Arbitration Institute apply. If the dispute reaches an amount between £ 100 000 and £ 1 million the Arbitral Tribunal shall consist of a sole arbitrator. If the dispute exceeds the value of SEK 1 000 000 the Arbitral Tribunal shall consist of three arbitrators. The disputes value includes the claims made in the Request for Arbitration and any counterclaims in the Respondent's reply to the Request for Arbitration.

20. Definitions

Term Definition

User: An individual typically employed by the Customer, which by the Customer has the right to use the Service for Customer's own internal business purposes.

User account: A common term that refers to Customer Users, Data and other information related to Customer's use of and access to Services.

Data: All data transmitted by the Customer to or from the Service when the customer uses the service in order to be processed by service

Data processing: Any action or series of actions or other use of data by Lundalogik according to the Customer's instructions or otherwise in order to deliver services to the Customer.

Customer: The legal or individual person that is specified in invoice from Lundalogik and who signs a contract with Lundalogik based on AV.

Starting date: The date of delivery of services should be started in accordance with what is stated in the Agreement by Lundalogik providing login information or other instructions for the Customer to be able to take part of the Services.

Additional service (s): Separate individual features or functional package that the Customer can use against typically separate fees per transaction.

Terms and Conditions - Consulting Services (AV-K)

Introduction

These Terms and Conditions (AV K) regulate situations when the client uses Lundalogik AB (Lundalogik) for performance of consulting services in connection with Customer's use of any system delivered by Lundalogik their modules and partially or fully integrated add-on services. Consulting services can for example consist of installation and/or installation of systems, performing customizations or integration with other systems (service).

Scope of Service

Lundalogik shall perform the services set out in terms of reference which consist of a description of the task you wish Lundalogik to do (the assignment), a timetable for when the task needs to be done and, if applicable criteria for acceptance. The assignment description must be approved by both parties and shall be attached to the agreement. If the Assignment description and the AV-K consists of conflicting information, then AV-K shall have precedence.

In cases where the assignment description is missing, the corresponding information provided in Lundalogiks offer to the customer regarding the assignment apply.

Lundalogik and the client shall each appoint a contact person who is authorized to represent each party in respect of all matters arising in connection with this Agreement.

Service implementation

The Parties shall cooperate and consult on the service's performance.

Lundalogik will implement the service using suitable, qualified and competent employees and in a professional manner.

Lundalogik may employ a subcontractor for provided service. In such cases, Lundalogik is responsible for the consultant's work as for his own.

The Customer shall provide access to such software, communications equipment and services required for the service implementation. These are shown on the Lundalogik website or communicated by Lundalogik upon request.

Warranty and Guarantee limit

Lundalogik guarantees that the result of the Services (result) will work essentially as described in the assignment description or as otherwise what the customer can reasonably expect. The Customer and Lundalogik agree that the result is not entirely free from errors and that improvements in outcome may be necessary.

If the result does not operate in accordance with the above limited warranty, Lundalogik shall correct all errors or flaws in the result at their own expense. Lundalogik addresses notified errors in the result that in a serious manner affect function in the result, as soon as is possible. Though Lundalogik reserves the right to determine when and how an error will be corrected and when and how an action is to be performed.

This limited warranty is valid for three months from the time the result has been approved by the customer. Thereafter any corrected errors or omissions in accordance with applicable consultancy tariff apply.

Acceptance test and acceptance

In events that the parties agree that there should be an acceptance test and a formal approval of the Services and Results the following shall apply:

Lundalogik shall within ten (10) days before the date for submission specified in the schedule of the assignment description give the customer an opportunity to check that the criteria stated for the Result are met in the assignment description for approval.

The customer shall be deemed to have accepted the result if: (i) the customer has stated that the criteria for acceptance of Results are fulfilled and thus has approved the Result (ii) the customer has failed to accept the result without valid reasons, (iii) the customer has not completed the acceptance test prior to appointed day of submission despite that Lundalogik has announced the result is waiting for acceptance testing, (iv) the Result meets the criteria for approval after the remediation of client's legitimate objections or (v) the customer has taken the Results into use in their operations.

If the parties have not agreed on the procedure for the acceptance test above, the result is considered approved if the customer can take the Results into use.

Delay

In the event that the parties have agreed on a date for submission of Results in the Assignment description (i.e. the date when the results will be accepted) and such submission has not taken place for reasons attributable to Lundalogik, the customer is entitled to liquidated damages from the third week after the agreed date for submission. Liquidated damages will be 0.5 percent of the total consultancy fee for the delayed assignment for each completed week of delay. Liquidated damages can maximum be paid for 20 weeks. If the Results are not accepted when the maximum penalty has been paid, the customer is entitled to cancel the assignment and get a price reduction on the fee to the extent that Results cannot reasonably be used by the customer.

If the day for submission of the result has not been specified, shall the submission take place within a reasonable time, with regard to Lundalogik’s workload and staffing, special difficulties in the assignment, the client’s co-responsibility and other unforeseen circumstances that may cause delay.

This section 6 makes up the entire regulation of penalties for any delay from Lundalogik page.

Responsibility

Lundalogik is responsible for restrictions below for any damage Lundalogik may cause due to negligence.

Lundalogik’s liability under AV is limited to direct damage, except where otherwise stated by mandatory laws, such as in terms of damage caused by gross negligence or intent. All refunds and compensation for direct damage and direct losses and expenses during each 12-month period shall not exceed an amount equivalent to the fees for services rendered to the customer the six months preceding the day on which the Customer presented his claim. Such refund or replacement can also not exceed a base amount according to Chapter 2. Section 6 Social Security Code.

If Lundalogik is held liable for payment of compensation to the customer as a result of a breach of any obligation as follows of these AV-K, such replacement during no circumstances contain replacement indirect loss or consequential, extensive but not exclusively loss of data, loss of production, loss of revenue or profit, or third party claims. Lundalogik's liability is limited to direct damage, except where otherwise stated by mandatory law, such as in terms of damage caused by gross negligence or intent.

Neither Lundalogik nor the customer is liable for any delay or interruption of their commitments caused by, or derived from, force majeure events, such as earthquake, riot, labor conflict and other events that are out of Lundalogik’s or the customer’s control.

If Lundalogik has been negligent in performing the service, resulting in an error, Lundalogik will without undue delay, if practically possible correct the defect. That remedy need not be done if that remedy would involve unreasonable expense or inconvenience in relation to the significance of the fault of the customer.

The customer should, in order to claim fault or negligence regarding the above, make a claim for compensation or remedial no later than three (3) months after the customer discovered or should have discovered the basis for the claim. Thereafter the wrong is remedied under current consulting rates.

Rights

If Lundalogik, as part of the assignment, develops any intellectual property right, the ownership of such intellectual property rights remain to Lundalogik. The customer receives, however, an unlimited time, non-exclusive, non-transferable free license to use such intellectual property in their own operations, as defined in the assignment.

Infringement of intellectual property rights

Lundalogik shall hold the customer indemnified if a requirement should be directed to the customer due to the customer's use of such intellectual property rights referred to in paragraph 6 above. This commitment applies only if the customer without delay informs Lundalogik of the requirement and that Lundalogik receives right to exclusive control the defense and possible settlement.

Third Party Products

If Lundalogik in connection with the assignment receives products under license from another supplier than Lundalogik then the other provider's license apply ahead of AV-K.

Pricing and billing

Unless otherwise specified in the contract, the customer must pay compensation as invoiced by hourly rate and other compensations resulting from the agreement. If fees have not been agreed then it follows fees for services in the price list that is available on Lundalogik’s current website.

In addition to fees, Lundalogik is entitled to reimbursement for expenses, per diem, travel and accommodation costs.

Lundalogik is entitled to a maximum of twice a year to change the hourly rate and other payments under this AV-K. The right to change the fee does however not apply to assignments started where the fee agreed is in a particular order. If the fees changed exceed the Labour Cost Index for the officials, the private sector (LCI tjm) the customer has the right to terminate the agreement as of the date the changed fees come into effect.

If the customer cancels a pre-booked visit by consultants with less than 3 days’ notice, Lundalogik reserves the right to charge the actual costs, and 50% of the cost of the cancellation of the consultation.

Unless otherwise agreed, the monthly billing period, or after completing assignments and terms of payment are normally 30 days. Fees, such as invoice fees, charged under the conditions at the time applied of Lundalogik. VAT will be included on available prices.

Delay interest is of Riksbanks established reference rate plus 8 percentage points.

If the customer is in arrears with payment Lundalogik reserves the right to suspend work in progress until payment of left over invoices has been fully completed. In such cases, Lundalogik is also entitled to charge compensation under this point’s fourth paragraph.

Agreement Term and Termination

The agreement is valid from the date of signature and is valid until further notice. Either party can at any time during the term in writing terminate the agreement with 30 days’ notice.

Lundalogik cannot however terminate the contract during an assignment unless the customer is in arrears with payment of the overdue bill or have been guilty of any breach.

The parties may terminate this Agreement with immediate effect if counterparty is insolvent, bankrupt or for other reasons cannot be assumed to fulfill their obligations. The parties then have the right to immediately stop the ongoing delivery of services.

Contracting Parties and applicable law

The parties' rights and obligations shall be entirely governed by Swedish law. Disputes regarding the interpretation of this AV-K, the parties shall try to resolve amicably. If the dispute cannot be resolved in this way, the dispute shall be settled by arbitration administered by the Stockholm Chamber of Commerce Arbitration Institute (the Institute). If the dispute does not exceed the target value of SEK 100 000 the Institute's Rules for Expedited Arbitrations shall apply. If the dispute exceeds SEK 100 000 the Arbitration Rules of the Stockholm Chamber of Commerce Arbitration Institute apply. If the dispute is an amount between £ 100 000 and £ 1 million the Arbitral Tribunal shall consist of a sole arbitrator. If the dispute exceeds a value of SEK 1 000 000 the Arbitral Tribunal will consist of three arbitrators. The dispute objects value includes the claims made in the request for arbitration and any counterclaims in the respondent's reply to the request for arbitration.