CONFIRMA ERP’S GENERAL TERMS & CONDITIONS
Version revised the 4th of June 2026
These General Terms and Conditions (“General Terms”) govern the relationship between the Customer and the Supplier regarding the Supplier’s provision, and the Customer’s use, of the Supplier’s Services and Related Services.
These General Terms constitute an appendix to the Main Agreement entered into between the Parties. In the event of any conflictions between these General Terms and the Main Agreement, the provisions in the Main Agreement shall prevail.
Capitalized terms are defined below.
THE CUSTOMER AGREES THAT THE SUPPLIER MAY CHANGE THESE GENERAL TERMS FROM TIME TO TIME. THE VERSION IN EFFECT AT ANY GIVEN TIME WILL BE THE LATEST VERSION MADE AVAILABLE HERE.
DEFINITIONS
“Agreed Start Date” means the date agreed between the Parties on which the Services are to be made available to the Customer at the Connection Point, as specified in the Main Agreement.
“Connection Point” means the point or points at which the Supplier connects the Services to a public electronic communications network, unless otherwise defined or agreed in the Main Agreement.
“Customer” means the entity identified on the applicable Main Agreement as receiving the Services and Related Services.
“Customer Data” means any data or information relating to the Customer and/or the Customer’s use of the Services, as provided or made available to the Supplier by the Customer’s use of the Services, in the course of onboarding and implementation, in connection with the provision of Related Services, or under other similar circumstances.
“Documentation” means the Supplier’s from time to time published electronic and on-line help for the applicable Services made generally available to the Customer on the Supplier’s website.
“Effective Date” means the date on which the Main Agreement is duly signed by authorized representatives of both Parties.
“Main Agreement” means a separate written agreement between the Parties that specifies the Services and/or Related Services to be provided to the Customer and to which these General Terms are appended. The Main Agreement may take the form of either (i) a comprehensive agreement, including appendices, governing the Customer’s use of the Services, or (ii) a duly executed Work Order setting out the Supplier’s offering and the Customer’s acceptance of specific Services or Related Services.
“Party” or “Parties” means each of the Customer or the Suppler or both the Customer and the Supplier.
“Personal Data” means the definition set out in regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
“Related Services” means any ancillary services provided by the Supplier in connection with the Services, including Customer specific customizations, training, support, maintenance, further development, and similar activities.
“SaaS” means Software-as-a-Service.
“Service” or “Services” means the Supplier’s primary products and/or services which are provided to and used by the Customer, where the Supplier’s current offerings consist of Extend Commerce ERP, Extend Commerce WMS, Extend Commerce B2B Webshop and Extend eKredit.
“Supplier” means Confirma ERP Sweden AB, reg. no. 556562-9119, with its registered address at Linnégatan 23, 352 33, VÄXJÖ, Sweden.
“Third-Party Products” means products or services that are provided by the Supplier to the Customer or accessed or used by Customer via the Services and which are obtained from or provided by a third party.
“Third-Party Product Provider” means a provider of Third-Party Products.
“Usage Basis” means the scope and limitations of the Customer’s license rights to access and use the Services. The Usage Basis may vary depending on the relevant Service and may include, but is not limited to, usage limited by number of concurrent Users, unique office locations, office branches, unique Users, unique hardware devices or other unique identifier as described in the Main Agreement.
“User” or “Users” means the Customer’s employees, consultants or other natural persons authorized by the Customer to use the Services.
1. GENERAL OBLIGATIONS OF THE SUPPLIER
1.1 The Supplier undertakes to provide to the Customer the Services and Related Services as outlined in the Main Agreement and these General Terms.
1.2 The Supplier undertakes to perform the tasks for which it is responsible in conformity with the Main Agreement and these General Terms with due care and with the professional skills required for the tasks and to comply with all applicable laws and regulations relating to the Supplier’s obligations.
1.3 The Supplier undertakes to ensure that up to date Documentation is available to the Customer.
2. GENERAL OBLIGATIONS OF THE CUSTOMER
2.1 The Customer undertakes to perform the tasks for which it is responsible in conformity with the Main Agreement and these General Terms with due care and to comply with all applicable laws and regulations relating to the Customer’s obligations.
2.2 The Customer undertakes to adhere to the instructions outlined in the Documentation provided by the Supplier from time to time, and further undertakes to provide the Supplier with sufficient, correct and up to date information as necessary for the Supplier’s deliverables.
2.3 The Customer remains solely responsible for its business activities carried out by way of the Supplier’s deliverables and the Customer’s use of the Services, including all decisions, actions, and results derived therefrom, in relation to the Customer’s, suppliers, partners, end-customers and other third-parties.
2.4 The Customer shall continuously provide the information necessary for the Supplier to fulfil its obligations under the Main Agreement and these General Terms.
2.5 The Customer undertakes to ensure that the Customer Data is (i) free from viruses, trojans, worms or other malicious software or code, (ii) provided in the agreed format, and that (iii) cannot otherwise harm or negatively affect the Supplier’s system or the Services.
2.6 The Customer agrees that it shall not (i) interfere, or attempt to interfere, with the Services in anyway, (ii) engage in spamming, spoofing or any fraudulent, illegal or unauthorized use of the Services, (iii) knowingly or negligently introduce into or transmit through the Services any viruses, trojans, worms or other malicious software or code, or any other type of limiting routine, instruction or design or fail to take reasonable steps to prevent the foregoing, (iv) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Services, (v) modify, frame or link to the Services except as may be permitted in the Documentation or under the Main Agreement, or (vi) engage in or allow any action involving the Services that is inconsistent with the Main Agreement and these General Terms.
2.7 The Customer is responsible for ensuring that login credentials, security methods, and other information provided by the Supplier to access the Services are handled confidentially and in accordance with Clause 13. The Customer shall immediately notify the Supplier in the event of unauthorized access to information governed by this Clause 2.7.
2.8 The Customer must immediately inform the Supplier upon detection of breaches or attempted breaches of any kind that may reasonably be suspected to negatively affect the Services.
2.9 The Customer shall be responsible for all Users’ use of the Services in accordance with the terms and conditions outlined in the Main Agreement and these General Terms.
3. THE PROVISION OF THE SERVICES
3.1 The Services are provided to the Customer as cloud-based software (SaaS) and made available on a subscription basis, unless otherwise agreed in the Main Agreement.
3.2 The scope and content of the Services are specified in the Main Agreement.
3.3 The Services are to be made available to the Customer at the Connection Point as of the Agreed Start Date. The Supplier shall, well in advance, provide all necessary instructions to enable the Customer to begin using the Services from the Agreed Start Date.
3.4 The Parties may specifically agree in writing on the Parties’ obligations in connection with the commencement of the provision of the Services, including, but not limited to, necessary implementation and onboarding processes.
3.5 The Service shall be deemed available when the Customer is able to start using the Service at the Connection Point.
4. LICENSE
4.1 During the term of the Main Agreement and these General Terms, the Customer is granted a limited non-exclusive, non-transferable, non-sublicensable license to access and use the applicable Services solely for the Customer’s own internal business.
4.2 Where requested by the Supplier, the Customer is responsible for designating the individuals to be considered Users and must immediately notify the Supplier if a person is no longer authorized to access the Services.
4.3 The Customer’s license, i.e., access and usage rights, to the Services may be provided on a Usage Basis, as further outlined in Clause 5 below, if set forth in the Main Agreement.
4.4 The Customer may not copy, redistribute, or sublicense the Services or any software included therein, nor may the Customer allow other than its Users to use the Services without the Supplier’s prior written approval.
4.5 The Customer has no right, and may not attempt to modify, adapt, translate, reverse engineer, decompile, or otherwise reduce or recreate the source code of the Services or the software included therein.
4.6 The Customer may not, directly or indirectly, permit, enable or facilitate any person or entity that is a competitor of the Supplier to access the Services without the Supplier’s prior written consent. The Customer shall further ensure that the Services are not accessed by any unauthorized third party for the purpose of monitoring availability, performance, or functionality, or for any benchmarking or competitive intelligence purposes.
5. USAGE BASIS
5.1 This Clause 5 applies if the license for the Services is provided on a Usage Basis, as set forth in the Main Agreement.
5.2 Where the Usage Basis designates a per User basis, the Customer is required to obtain a specific user license for each User accessing the Services, unless otherwise specified in the Main Agreement.
5.3 Usage Basis designated on a per User basis shall be deemed to include any individual person employed, contracted or otherwise authorized by Customer who has been assigned a valid, unique identification number (“User ID”), username and password (“Password”) by the Supplier and which shall be used to access the Services. The assigned User ID and Password shall only be used by one individually named User at any time and shall not be shared or used by other Customer personnel.
5.4 A Usage Basis may be increased at any time, subject to the payment of additional fees depending on the type of Usage Bases. If Customer uses the Services in excess of the Usage Basis specified in Main Agreement, the Customer’s actual usage shall be considered the new Usage Basis, and the Customer shall pay all fees associated with the increased Usage Basis.
5.5 If a minimum Usage Basis has been agreed upon between the Parties in the Main Agreement, the Supplier shall be entailed to invoice the Customer for the fees for the minimum Usage Basis throughout the entire term of the Main Agreement and these General Terms regardless of the Customers actual usage.
6. SERVICE AVAILABILITY
6.1 The Services may be interrupted from time to time for both scheduled and emergency update and maintenance service. Whenever possible, the Supplier will notify Customer in advance via email of the time, date and expected length of time when the Services will be unavailable. Any downtime of the Services due to necessary maintenance and/or security updates shall not be considered a breach of the Supplier’s obligations.
6.2 To the extent the Supplier provides a guaranteed level of service availability, such guarantee, including any applicable service level commitments, and the Customer’s right to remedies in the event of a breach thereof, shall be set forth in the Main Agreement. In the absence of an agreed service level commitment, no availability guarantee shall be deemed to apply.
7. CHANGES AND IMPROVEMENTS OF THE SERVICES
7.1 The Supplier may, without prior notice to the Customer, make changes to and improvements of the Services provided that such changes or improvements do not materially affect the overall functionality of the Services.
7.2 In addition to what is stated above, the Supplier may make significant changes or improvements to the Services, or to the manner in which the Services are provided, by giving the Customer no less than three (3) months’ prior written notice. The Customer may object to any such change by notifying the Supplier in writing no later than one (1) month prior to the intended effective date. Where the Customer has raised a timely objection, the Supplier shall either:
a)continue to provide the Services in accordance with the prior version, without implementing the relevant change for the Customer; or
b) if continued provision of the Services in accordance with the prior version is not reasonably practicable, as determined by the Supplier’s sole discretion, notify the Customer accordingly, whereupon the Customer shall be entitled to terminate the affected Services with effect from the date the change enters into force, or such later date as specified in the Customer’s notice of termination, provided such date does not exceed three (3) months from the effective date of the change.
7.3 The Customer may request, and the Supplier may accept to provide the Customer with, specific changes and/or improvements of the Services by way of requesting Related Services.
8. SUBCONTRACTORS
8.1 The Supplier is entitled to engage subcontractors for the performance and provision of the Services and Related Services, as well as for the provision of products and services upon which the Supplier’s provision of the Services and Related Services depend.
8.2 The Supplier shall be fully responsible for the performance of its subcontractors under the Main Agreement and these General Terms, as if carried out by the Supplier itself.
9. THIRD-PARTY PRODUCTS
9.1 The Supplier may make Third-Party Products available to the Customer, including, but not limited to, by incorporating them into the Services or by providing integrations that enable the Customer to use Third-Party Products in connection with the Services. The Supplier reserves the right to add, modify, replace, or discontinue any Third-Party Product at any time, provided that the Supplier shall use reasonable efforts to notify the Customer in advance where such change would materially affect the Customer’s use of the Services.
9.2 The Customer acknowledges that the use of Third-Party Products may be subject to separate terms and conditions imposed by the relevant Third-Party Provider, including license agreements and acceptable use policies. The Customer is solely responsible for reviewing and complying with such terms.
9.3 To the maximum extent permitted by applicable law, the Supplier shall not be liable for any loss or damage arising from the Customer’s use of, or inability to use, any Third-Party Product, regardless of whether such product is incorporated into or integrated with the Services, save for what is regulated regarding the Supplier’s liability for the Services.
9.4 The Customer shall use Third-Party Products made available through the Supplier strictly in accordance with the Supplier’s instructions and the applicable Third-Party Provider’s terms.
9.5 The Customer undertakes not use any Third-Party Product in a manner that violates applicable law or that could expose the Supplier to liability toward any Third-Party Provider.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Except for the limited rights expressly granted to the Customer under the Main Agreement and these General Terms, the Supplier reserves all rights, title and interest in and to the Services and Related Services, including all related intellectual property rights inherent therein (“Supplier IP”).
10.2 Customer acknowledges and agrees that (i) the Supplier is the exclusive owner (or authorized licensee) of all right, title and interest in and to the Supplier IP, including, but not limited to, patents, copyrights, trademarks, trade secrets, database rights and design rights and any other intellectual property rights, and (ii) the Supplier owns and hereby retains all right, title, and interest in and to any and all improvements, modifications releases, updates, upgrades and derivative works of such Supplier IP.
10.3 Except for as is expressly granted to the Customer under the Main Agreement and these General Terms the Customer may not copy, license, lease, rent, distribute, sell, make available, assign, sublicense or use the Supplier IP, or otherwise commercially exploit the Supplier IP or make the Supplier IP available to a third party.
10.4 Customer agrees that it will not prepare a derivative or compilation work of the Supplier IP, or develop competing products or services based on the Supplier IP.
10.5 The Services and Related Services may incorporate or be licensed in conjunction with Third-Party Products. Customer’s use of Third-Party Products shall be limited to the use required for the Customer’s use of the Services and Related Services. Unless otherwise specifically communicated by the Supplier, the licenses granted under the Main Agreement and these General Terms do not include the right to use the Third-Party Products separate or apart from the Services and Related Services, or otherwise in violation of the Supplier’s instructions.
10.6 The Customer hereby irrevocably assigns to the Supplier all rights, title, and interest in any suggestions, ideas, enhancement requests, feedback, or recommendations provided by the Customer relating to the Services, Related Services or the Supplier IP (collectively, “Feedback”). All Feedback shall be deemed non-confidential and non-proprietary, and the Supplier shall have no obligation of compensation or attribution to the Customer in connection therewith.
11. CUSTOMER DATA
11.1 The Customer shall own all right, interest and title in and to its Customer Data. The Customer grants to the Supplier a limited, non-exclusive license to copy, store, record, transmit, display, view, print or otherwise use Customer Data to the extent necessary to provide the Services and Related Services to the Customer.
11.2 The Customer acknowledge that the Supplier may access the Customer’s accounts, including gaining access to Customer Data, to, among others, respond to service or technical problems, confirm or enforce compliance with the terms of the Main Agreement and these General Terms, provide the Services and Related Services pursuant to the Main Agreement and these General Terms, or otherwise gain access to and process Customer Data at the Customer’s direction or request.
11.3 The Customer shall ensure that any Customer Data made available to the Supplier does not infringe any third-party rights and that the possession and processing of such Customer Data comply with applicable law. The Customer shall indemnify and hold the Supplier harmless from and against any losses, damages, or claims arising from the Customer’s breach of this obligation.
11.4 Notwithstanding any other provision of the Main Agreement or these General Terms, the Supplier may collect and use aggregated, anonymized data derived from Customer Data and the Customer’s use of the Services and Related Services for its own internal purposes, including, but not limited to, statistical analysis, product improvement, and service optimization. Such data shall be anonymized prior to use and shall not directly identify the Customer or any individual User. To the extent any such data nonetheless constitutes Personal Data under applicable data protection law, the Supplier’s publicly available privacy policy shall apply.
12. PERSONAL DATA
12.1 Any processing of Personal Data carried out by the Supplier on behalf of the Customer in connection with the provision of the Services and Related Services under the Main Agreement and these General Terms shall be governed by the Data Processing Agreement (“DPA”) included as an appendix to the Main Agreement.
12.2 If no DPA has been executed in connection with the Main Agreement, the Parties shall in good faith negotiate and enter into a DPA based on the Supplier’s standard for such agreements.
13. CONFIDENTIALITY
13.1 The Parties hereby agree not to, without the other Party’s prior written approval, publish or otherwise disclose to a third party any information relating to the other Party’s business which is or can be reasonably presumed to be confidential, with the exemption for:
a) information that is or becomes publicly known, except through a breach of the Main Agreement and these General Terms by the receiving Party;
b) non-confidential third-party information that is publicly known to the receiving Party;
c) information that was known to the receiving Party prior to receipt from the disclosing Party, without obligation of confidentiality;
d) if the disclosure or use of information is required by law, regulations, or any other regulatory body; or
e) disclosures are made to advisers who are in turn bound by confidentiality.
13.2 Information that a Party has indicated as confidential shall always be considered as confidential information.
13.3 Each Party is responsible for compliance with this Clause 13 by its respective subcontractors, consultants, employees and any other authorized third party as for itself. The confidentiality obligation under this clause applies during the term of the Main Agreement and these General Term and for a period of three (3) years after the termination or expiry the Main Agreement and these General Term. The Supplier’s confidentiality undertaking for Customer Data shall apply for an indefinite period of time.
14. PRICES AND PAYMENT TERMS
14.1 In consideration of the Supplier’s provision of the Services and Related Services, the Customer shall pay the fees set out in the Main Agreement. In the event applicable fees for Related Services is not included in the Main Agreement, the Supplier’s price list, as applicable from time to time, shall apply.
14.2 The Supplier shall be entitled to reimbursement of reasonable and necessary expenses incurred in connection with the performance of its obligations under the Main Agreement and these General Terms. This includes, without limitation, reasonable costs for per diem allowances, travel, and accommodation where the Supplier is required to perform work at a location other than one of its own offices. All reimbursable expenses shall be supported by appropriate documentation upon request.
14.3 Where hourly rates apply, the fees shall be charged on a time-and-materials basis at the applicable rates.
14.4 Unless otherwise specified, all fees are in SEK and excluding VAT and any other taxes, levies, or duties.
14.5 Unless otherwise specified in the Main Agreement, fixed fees shall be invoiced periodically in advance. Fees for Related Services or other variable charges shall be invoiced monthly in arrears.
14.6 Payment shall be due no later than thirty (30) days from the date of the invoice. In the event of late or incomplete payment, the Supplier shall be entitled to charge interest on the overdue amount at a rate of fifteen percent (15%) per annum from the due date until the date of actual payment, as well as any applicable reminder fees, late payment charges, and debt collection costs, in each case in accordance with applicable law.
14.7 The Supplier reserves the right to adjust the applicable prices and fees on an annual basis in accordance with the change in the Labour Cost Index (LCI) for non-manual workers in the private sector, industry J (information and communication companies) published by Statistics Sweden (“SCB”). The most recent preliminary index figure published by SCB as of the Effective Date (the “Base Figure”) shall be compared with the most recently published preliminary index figure as of the date of the price adjustment (the “Change Figure”). The adjusted prices and fees shall be calculated by dividing the Change Figure by the Base Figure and multiplying the resulting quotient by the originally agreed prices and fees.
14.8 The Parties agree that any index adjustment pursuant to Clause 14.7 shall not result in a decrease of prices and fees. If the quotient is less than 1.0, the prices and fees shall remain unchanged.
14.9 Without prejudice to any index-based fee adjustment under Clause 14.7, where the fees for the Services or Related Services include a specific charge for the use of a Third-Party Product, the Supplier may adjust such charge to reflect any change in the fees imposed by the relevant Third-Party Provider, provided that the Customer is given no less than two (2) months’ prior written notice of the adjustment.
14.10 In addition to any other price adjustments as regulated above, where the Parties agree to amend the scope of the Services, or where additional security measures or similar requirements are introduced pursuant to applicable legal or regulatory obligations, the Supplier shall be entitled to adjust its fees and prices to reflect the work and costs included in implementing such changes. For the avoidance of doubt, nothing in this Clause 14.10 shall be interpreted to oblige the Supplier to accept any Customer request for changes to the scope of the Services or for the implementation of additional security measures or similar requirements. Any such request shall be subject to good faith negotiations between the Parties and the amendment provisions of the Main Agreement or these General Terms.
15. SUSPENSION OF SERVICES
15.1 If the Customer fails to make payment within fifteen (15) days of the due date, the Supplier shall be entitled to suspend the Customer’s access to the Services until full payment has been received. Any such suspension shall not limit the Supplier’s right to claim damages or pursue any other remedy available to it under the Main Agreement, these General Terms or applicable law in respect of the Customer’s breach.
15.2 In addition to what is stated above, the Supplier may suspend or restrict access to the Services where continued provision would give rise to a risk of more than negligible harm to the Supplier or to any other customer of the Services. Any such measure shall not exceed what is reasonably necessary in the circumstances, and the Customer shall be notified as soon as reasonably practicable.
16. NON-CONFORMITY
16.1 To the extent applicable, as outlined in Clause 6, any failure by the Supplier to meet agreed service level commitments is regulated in the Main Agreement. The Supplier’s responsibility for all other errors, defects, or discrepancies in the Services (henceforth referred to as a “Non-Conformity” or “Non-Conformities”) shall be governed by this Clause 16.
16.2 A Non-Conformity shall be deemed to exist where the Services fail to perform in accordance with agreed specifications, Documentation, or otherwise deviate from the functionality, performance, or results that the Customer may reasonably expect under the Main Agreement and these General Terms. Issues arising from the Customer’s misuse of the Services or use in breach of the Main Agreement and these General Terms are not considered Non-Conformities. Neither are minor and insignificant defects and deviations that, in the Supplier’s reasonable judgement, have no bearing on the use or the function of the Services.
16.3 The Customer undertake to notify the Supplier of Non-Conformities without undue delay, and no later than within fourteen (14) business days, from the time of when the Non-Conformity could reasonably be identified. Such notice shall include sufficient details to enable the Supplier to understand, assess, and reproduce the Non-Conformity, including, where applicable, a description of how it manifests.
16.4 The Supplier undertakes to, without undue delay and with the promptness required by the circumstances, remedy an identified Non-Conformity. Such remediation shall be carried out either by the Supplier through corrective actions or, where appropriate, by providing the Customer with instructions to resolve the Non-Conformity.
16.5 If the Supplier has not remedied an identified Non-Conformity within a reasonable timeframe, the Customer may set a final deadline, of at least thirty (30) business days, for the Supplier to remedy the Non-Conformity. If the Supplier fails to remedy the Non-Conformity within such final deadline, the Customer shall be entitled to a proportionate price reduction of the applicable periodically recurring fee for the Services, reflecting the impact of the Non-Conformity. Such price reduction is applied upon written request by the Customer.
16.6 The Supplier’s liability for Non-Conformities is limited to the remedies expressly set out in this Clause 16. The Customer shall not be entitled to assert any other claims against the Supplier arising out of or in connection with Non-Conformities.
17. LIABILITY
17.1 The Supplier shall, subject to the limitations set out in this Clause 17, be liable to the Customer for direct damages caused by the Supplier under or in connection with the Main Agreement and these General Terms.
17.2 The Supplier’s total aggregate liability under or in connection with this Agreement shall in no event exceed the applicable recurring fees for the Services paid by the Customer to the Supplier during the nine (9) months preceding the event giving rise to the claim. If nine (9) months have not yet passed, the liability cap shall instead be calculated as the average monthly fees for the Services paid by the Customer during the period preceding the event, multiplied by nine (9).
17.3 Neither Party shall be liable for any indirect or consequential damages, including, but not limited to, loss of profit, loss of revenue, loss of goodwill, or loss of data.
17.4 The limitations and exclusions set out in this Clause 17 shall apply to the fullest extent permitted by applicable law and shall not apply in cases of wilful misconduct or gross negligence.
17.5 As outlined in Clause 6, where service level commitments have been agreed, the Customer’s sole remedy for any breach of such commitments shall be the remedies expressly set out in the Main Agreement. Such remedies shall be exclusive and shall not give rise to any additional right to damages or other compensation under this Clause 17. In the absence of agreed service level commitments, no availability guarantee shall be deemed to apply, and the Supplier shall have no liability to the Customer arising solely from unavailability of the Services.
18. FORCE MAJEURE
18.1 By force majeure means the occurrence of an event or circumstance that prevents or impedes a Party from performing one or more of its contractual obligations under the Main Agreement and these General Terms, if and to the extent that Party proves:
a) that such impediment is beyond its reasonable control;
b) that it could not reasonably have been foreseen at the time of the Effective Date; and
c) that the effects of the impediment could not reasonably have been avoided or overcome by the affected Party.
18.2 The Parties agree that events to be considered force majeure include, but are not limited to, war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilization, act of terrorism, sabotage, trade restriction, embargo, sanction, act of authority (whether lawful or unlawful), compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalization, plague, epidemic, pandemic, natural disaster or extreme natural event, explosion, fire, destruction of equipment, cyberattack, prolonged break-down of transport, telecommunication or information system, energy and general labour disturbance such as boycott, strike and lock-out, occupation of factories and premises, as well as errors or delays in deliveries from subcontractors caused by any such events.
18.3 A Party successfully invoking force majeure and this Clause 18 is relieved from its duty to perform its obligations under the Main Agreement and these General Terms and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other Party. Where the effect of the impediment or event invoked is temporary, the above consequences shall apply only as long as the impediment invoked impedes performance by the affected Party. Where the duration of the impediment invoked has the effect of substantially depriving the Parties of what they are reasonably entitled to expect under the Main Agreement and these General Terms, either Party has the right to terminate the contract by notification within a reasonable period to the other Party. Unless otherwise agreed, the Parties expressly agree that the Main Agreement and these General Terms may be terminated by either Party if the duration of the impediment exceeds three (3) months.
19. CONTACT PERSONS AND NOTICES
19.1 The Parties shall each appoint a contact person who shall be responsible for the cooperation under the Main Agreement and these General Terms. The other Party shall be notified of the appointment of the contact person and any subsequent adjustments of the appointed contact person. The contact persons shall be authorized to represent their principal in matters relating to the provision of the Services and Related Services.
19.2 Any notice required or permitted under the Main Agreement or these General Terms shall be addressed to the receiving Party’s designated contact person, as appointed and notified from time to time. Unless otherwise specified, all notices shall be in writing and delivered by email or such other means as the Parties may agree. A notice shall be deemed received on the date of successful transmission, provided that if such date falls outside of normal business hours, the notice shall be deemed received at the start of the next business day.
20. TERM AND TERMINATION
20.1 These General Terms shall remain in force for the duration of the Main Agreement and for as long as the Supplier provides the Services and/or Related Services to the Customer.
20.2 Where a fixed term has been agreed, such term shall be set out in the Main Agreement. Where no fixed term has been agreed, or upon expiry of any agreed fixed term, the Main Agreement and these General Terms shall continue to apply on an ongoing basis and may be terminated by either Party upon no less than six (6) months’ prior written notice.
20.3 Either Party shall be entitled to terminate the Main Agreement and these General Terms with immediate effect by written notice to the other Party if:
a) the other Party commits a material breach and, where such breach is capable of remedy, fails to remedy it within thirty (30) days of receiving written notice specifying the breach and requiring its remedy;
b) the other Party becomes insolvent, is unable to pay its debts as they fall due, enters into liquidation, administration, or any insolvency proceedings, or ceases to carry on business; or
c) a force majeure event affecting the other Party’s ability to perform its obligations as outlined and in accordance with the provisions set out in Clause 18.
20.4 The Supplier shall be entitled to terminate the Main Agreement and these General Terms with immediate effect by written notice to the Customer if the Customer fails to make payment of any undisputed amount due and such failure continues for more than thirty (30) days following written notice from the Supplier demanding payment. During such period the Supplier is also entitled to suspend the Customer’s access to the Services as outlined in Clause 15.1.
20.5 Upon expiry or termination of the Main Agreement and these General Terms for any reason:
a) all rights and licenses granted to the Customer shall immediately cease;
b) each Party shall promptly return or, at the other Party’s request, securely destroy any confidential information of the other Party in its possession; and
c) the Customer shall remain liable for all fees and charges accrued up to and including the effective date of termination.
20.6 Any provision of the Main Agreement and these General Terms which by its nature is intended to survive termination or expiry shall do so, including without limitation clauses relating to confidentiality, intellectual property, liability, and governing law.
21. TERMINATION ASSISTANCE
21.1 Upon termination of the Main Agreement and these General Terms, the Supplier shall delete or return Personal Data as outlined in the DPA.
21.2 Any additional termination assistance, including services to facilitate the migration or transition of the Customer’s operations and Customer Data to another supplier, shall be agreed in the Main Agreement. Where no such arrangement has been agreed in the Main Agreement, the Customer may request, and the Supplier may accept to provide, such assistance as Related Services.
21.3 For the avoidance of doubt, nothing in this Clause 21 shall oblige the Supplier to provide termination assistance beyond what is expressly agreed in the Main Agreement and the DPA.
22. AMENDMENTS OF THE GENERAL TERMS
22.1 The Supplier may amend these General Terms at any time, subject to one (1) month’s prior written notice to the Customer. Amendments shall take effect on the date specified in the notice, which shall not be earlier than the expiry of the notice period. The Customer’s continued use of the Services following the expiry of the notice period shall constitute acceptance of the amended General Terms.
22.2 Notwithstanding the above, the Supplier may implement amendments that are solely to the Customer’s benefit with immediate effect and without prior notice.
22.3 The version of these General Terms in effect at any given time is the version available on the Supplier’s website.
23. ASSIGNMENT
23.1 Neither Party may assign or transfer the Main Agreement, in whole or in part, to any third party without the prior written consent of the other Party.
23.2 Notwithstanding the above, the Supplier may assign or transfer the Main Agreement and delegate the performance of its rights and obligations under the Main Agreement and these General Terms, to a third party in connection with a merger or a transfer of all or part of its business and to any company within the same corporate group, provided that the Customer is duly notified thereof.
23.3 Nothing in this Clause 23 shall be understood as preventing or requiring action in the event of a change of the ultimate beneficial owner(s) of either Party.
24. SEVERABILITY
24.1 If any provision of the Main Agreement or these General Terms is held to be invalid, or unenforceable, in whole or in part, such provision shall be deemed severed but the validity and enforceability of the remaining provisions shall not be affected.
24.2 Where the severed provision forms part of the Main Agreement, the Parties shall promptly negotiate in good faith a replacement provision that is valid and enforceable and that, to the greatest extent possible, achieves the same commercial and legal purpose as the severed provision.
24.3 Where the severed provision forms part of these General Terms, the Supplier shall, without undue delay, prepare a replacement provision and implement an updated version of these General Terms in accordance with the amendment procedure set out in Clause 22. However, no notice period shall apply to such update coming into effect.
25. GOVERNING LAW AND DISPUTES
25.1 These General Terms shall be governed by and construed in accordance with the laws of Sweden and in accordance with its principles applicable to contracts under Swedish law, without regard to its conflict of laws principles.
25.2 Any dispute, controversy or claim arising out of or in connection with these General Terms, or the breach, termination or invalidity thereof, shall be referred to and finally resolved by the courts of Sweden, with Växjö tingsrätt as the court of first instance.