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Last updated and effective as of May 1, 2024.

GENERAL

These terms and conditions apply between Hartic AB, corporate ID no. 559480–6217, Teknikvägen 3, 961 50 Boden, Sweden, hereinafter referred to as the “Supplier,” and the customer, hereinafter referred to as the “Customer,” who has ordered one or more of the Supplier’s products or services as set forth below. The Supplier and the Customer are referred to below as “Party” and jointly as “Parties.” These general terms and conditions shall apply to all of the Supplier’s deliveries of products and services to the Customer.

CONTRACT CONTENT

In certain situations, the Customer enters into a separate Purchase Agreement with the Supplier or another financial partner regarding payment for the product or service. In the event of a conflict between the terms of this Agreement and those of the Purchase Agreement, the Purchase Agreement shall prevail. In addition to the Purchase Agreement, these general terms and conditions apply to all purchases of products and/or services from the Supplier. If any provision of this Agreement is invalid, unlawful, or unenforceable, it shall be deemed severable from this Agreement and shall not affect the validity or enforceability of the remaining provisions of this Agreement.

PERSONAL DATA

When personal data is processed in connection with the services provided and products delivered, the Supplier, in its capacity as data controller or data processor, is responsible for the processing of personal data in accordance with applicable law. The Supplier agrees to process personal data only in accordance with this Agreement, any applicable privacy policy, the data processing agreement, and applicable law.

By using the Service, the Customer and its employees agree that the Supplier may process their personal data in connection with the submission of such data. The Supplier processes personal data in accordance with the current Personal Data Policy. The purpose of processing personal data is to fulfill and administer the Service to the Customer and, to some extent, for informational and marketing purposes; however, the primary purpose is to collect anonymized data for information, analysis, and review. Personal data will be stored as long as it serves the purpose of processing. When it no longer serves that purpose, it will be deleted. The Supplier reserves the right to use and disclose anonymized response information as a basis for business and method development and statistics. If the Customer or its employees request information about what data is stored or request a correction of incorrect information, this can be obtained upon written request to the Supplier’s customer service.

PRICE AND PAYMENT TERMS

The Customer agrees to accept and pay all applicable prices, fees, payment methods, and payment terms set forth in a separate Purchase Agreement with the Supplier or with a third party, such as a financial partner. The Supplier reserves the right to adjust prices for services and products in line with increased costs from partners or subcontractors. The Supplier also reserves the right to increase prices annually in line with changes in the Labor Cost Index (AKI). When invoicing for ongoing services, an administration fee will be added in accordance with the current rate. The Supplier has the right to charge a reminder fee and late payment interest in accordance with the Interest Act for invoices not paid on time by the Customer. In the event of non-payment, the Supplier has the right to immediately suspend or terminate all deliveries of products and/or services. All prices are always stated in Swedish kronor (SEK) excluding VAT, shipping, customs duties, and similar charges.

RECLAIM

If you discover that (1) a service is not working, (2) a service does not match the description of what you ordered, or (3) technical problems have delayed or prevented the delivery of a service, your sole and exclusive remedy is either an exchange of the application or a refund of the price paid for the service, at the Supplier’s discretion. The Customer shall notify the Supplier’s customer service of any errors or circumstances described above without undue delay, but no later than within fourteen (14) days from the time the error occurred. The Supplier will then review the case to identify the problem and find a suitable solution. The Supplier reserves the right to decide what constitutes an appropriate solution in each individual situation. The Supplier’s responsibility to correct errors does not apply if the remedy would entail inconveniences or costs for the Supplier that are unreasonably high in relation to the significance of the error for the Customer; that is, if the error is of trivial significance, or if the Customer has not complained about the error within fourteen (14) days from the time it occurred or the defective service was provided.

INTELLECTUAL PROPERTY RIGHTS

The Supplier reserves all rights of ownership and interest in, but not limited to, trademarks, patents, copyrights, know-how, or any invention, device, process, method, development, design, specifications, technology, apparatus, reports, schematic or technical information (whether patentable or not), documentation, software, or improvements, changes, interfaces, workflows, and best practices developed, invented, created, or reduced to practice by the Supplier (“IP”), including any changes or improvements made to the Supplier’s IP during or as a result of the services to be performed under this Agreement.

The Supplier also reserves all rights to ownership and interest in the copyright to the programs, aggregated anonymized data, analyses, reports, documents, and similar materials that the Supplier produces as part of its consulting assignments or otherwise in connection with its services and products. Neither party may use the other party’s company name or brand in advertising or marketing without first obtaining the other party’s written consent for such use.

By making this purchase, the Customer acknowledges and certifies that it is purchasing all products and services solely for its own internal use and not for resale. The Customer is granted a non-exclusive, perpetual right to use and modify the results of the work performed by the Supplier within the scope of consulting assignments.

When purchasing digital services and/or products, the Supplier grants the Customer a personal, limited, non-exclusive, non-transferable right to use the software contained in the products or in connection with their use, but for no other purpose. No other rights to the software are transferred. In such cases, the Customer agrees not to sublicense, provide, or grant third-party access to any product source code. The Customer also has no right to, nor may grant the right to, reverse compile, disassemble, reverse engineer, or reverse mount the product code for the product software. The customer undertakes to use all information they have about the product software only for the permitted purpose and not to create any software that is similar to or competes with the product software. Any improvement, modification, or further development carried out by the Customer based on the product software will be considered the sole property of the company, without limitation, provided that the Customer’s contribution is confirmed. The customer’s breach of contract under this section will result in the immediate termination of the usage rights under this agreement.

TRANSFER TO A THIRD PARTY

The Customer may not assign or transfer a third party’s rights or delegate any of the Customer’s obligations under the agreement without the Supplier’s prior written consent. The Supplier may transfer or outsource any or all of its rights or obligations and/or transfer the right to receive payments hereunder to one or more qualified parties without the Customer’s prior consent.

CONFIDENTIAL INFORMATION

The Supplier agrees to maintain confidentiality regarding all confidential information that may be provided by the Customer. “Information” means all information received from the other party as confidential, regardless of its nature and regardless of whether it was received in writing, orally, or by any other means. The Supplier shall follow the instructions issued by the Customer regarding the handling of confidential information and data storage media.

Information that is generally known or becomes publicly known other than through a breach of this Agreement shall not be deemed to constitute confidential information. Nor shall information that the recipient knows he already possessed at the time of receipt, or that he has received from a third party without being bound by a confidentiality obligation toward that party, constitute confidential information.

The Supplier agrees not to disclose confidential information to third parties, except for information that the Customer has authorized in advance or information that must be disclosed due to mandatory provisions of law or government decisions. The Supplier’s obligations under this clause apply both during and after the term of the agreement.

CONSULTING PROJECT

The Supplier is an independent legal entity and shall in no way be regarded as an employee or in any other way dependent on the Customer in connection with its consulting assignments. The Supplier is responsible for ensuring that all relevant registrations and documents required by law are obtained and maintained. The Supplier is responsible for its own taxes and fees. The Supplier holds liability insurance. At the Customer’s request, the Supplier may provide documentation demonstrating that these requirements are met.

The Supplier shall perform its consulting services professionally, diligently, and with care, and in accordance with the Customer’s instructions. In performing the consulting services, the Supplier shall ensure that any disruptions to the Customer’s operations are minimized and shall actively work to facilitate knowledge transfer to the Customer to the extent necessary. Significant changes to the consulting services may only be made following written agreement between the parties.

The Supplier may, with the Customer’s consent, use sub-consultants to perform the consulting assignment. If a sub-consultant is hired, the Supplier’s supervisor shall treat the sub-consultant’s work as his own. The Supplier is responsible for payment to the sub-consultant. When hiring a sub-consultant, the Supplier guarantees that the sub-consultant holds liability insurance, and the Supplier undertakes to agree with the sub-consultant on any applicable limitations of liability.

It is the Supplier’s responsibility to provide its own computer and telephone with a service plan, if and when requested by the Customer. It is the Customer’s responsibility to provide access to the workplace, an Internet connection, adequate data storage space, access to the necessary IT systems, and an email address, if and when these are required to perform the consulting assignment. If and when the Supplier deems it necessary, the Customer must make it possible to obtain information and support from the Customer’s employees in order to carry out the work to the highest standard.

At the end of the consulting engagement, the Supplier is required to return all relevant materials provided by the Customer (provided that such materials are not used for the engagement). All documents, manuals, descriptions, etc., prepared by the Supplier in connection with the consulting engagement, along with all rights thereto, must be transferred to the Customer upon completion of the engagement.

The Customer who has received consulting services agrees that, during the term of the contract or for six months thereafter, it will not, without the Supplier’s written consent, recruit employees who are employed by or work as consultants for the Supplier, or persuade employees or consultants to terminate their employment or engagement with the Supplier.

LIMITATION OF LIABILITY

To the extent permitted by applicable law, the Supplier shall under no circumstances be liable to the Customer or any third party for indirect, special, incidental, or consequential damages (including, but not limited to, loss of income, profit, sudden loss of data, results, statistics, analyses, or the like, operational efficiency, use, or information) arising under this Agreement, regardless of the form of action, and regardless of whether the risk of such damages could have been reasonably foreseen even if informed of the possibility of such damages. No action arising from the transactions under this Agreement may be brought by the Customer more than three (3) months after the damage, loss, or expense has occurred. The total amount of direct damages that may be recovered from a party under this Agreement, regardless of the form of action, is limited to the total amount paid by the customer during the six (6) months preceding the occurrence of the event giving rise to the claim.

FORCE MAJEURE

The Supplier is released from liability for failure to fulfill its contractual obligations if the fulfillment of such obligations is prevented or significantly impeded by circumstances that the Supplier could not reasonably have foreseen or prevented. The Supplier is therefore not liable for delays in delivery or performance or sudden loss of data, results, statistics, analyses, or the like, e.g., due to (i) causes beyond its reasonable control, or (ii) acts of the customer, civil or military authorities, government priorities, strikes or other work disruptions, floods, epidemics, pandemics, wars, riots, transport delays, or component shortages, or (iii) the inability, for reasons beyond the reasonable control of the Supplier or its suppliers, to obtain the necessary materials, components, services, or facilities. In such a case, the delivery date or performance may be extended by a period equal to the time lost due to the delay.

TERMINATION

If there is a Purchase Agreement, the notice period is three (3) months for both parties, unless otherwise agreed in the Purchase Agreement. Termination must always be in writing. In cases where the Customer uses an initial free trial period, the payment period begins on the first day the order is confirmed, unless otherwise agreed or stated in the Purchase Agreement.

Either Party may immediately terminate this Agreement by providing written notice to the other Party if the other Party enters into insolvency proceedings, whether voluntary or involuntary, including bankruptcy, liquidation, or equivalent proceedings under applicable law.

In addition, the Supplier may, at its discretion, either terminate this Agreement or give notice of termination with immediate effect:

  • if the Customer’s financial situation deteriorates to such an extent that the Company, in its sole discretion, has reason to believe that the Customer will not be able to fulfill its obligations under this agreement;
  • if the Customer, before or after the signing of the agreement, has failed to provide information about the company that is objectively of significant importance for the formation of the agreement and/or its continued validity,
  • the same applies if a party has failed to provide information that it is required to provide to the other party under the agreement, or if such information is incorrect;
  • such a change occurs in the Customer’s corporate management, control, or ownership that could have a negative effect on the Supplier;
  • The customer is not fulfilling its obligations under this agreement.

In addition to the provisions set forth above, each party also has the right to terminate the agreement with immediate effect if the other party has committed a material breach of contract and fails to take corrective action within 30 (30) days of receiving a written request to do so. Notice of termination must be in writing.

If the Customer breaches its obligations, the Company may cancel any offers or orders and refuse to fulfill orders that have already been confirmed and accepted by the Customer.

CHOICE OF LAW, DISPUTE RESOLUTION

Swedish law governs all matters arising under this agreement or a purchase order. Any dispute or disagreement arising out of or in connection with this Agreement or an order, which cannot be resolved through mediation or mutual agreement within sixty (60) calendar days of one Party notifying the other Party of such dispute, shall be resolved in a general court in Sweden.