Appendix 2 - General terms and conditions

Annex 2 - General Terms and Conditions

Scope of application
1. These general terms and conditions (the "Terms") form an integral part of the Agreement and govern the Customer's use of the Service.
2. Capitalized terms not defined in these Conditions shall have the meanings assigned to them in the Main Contract.
Definitions
1. Capitalized terms used in the Conditions shall have the following meanings:

"Aggregated Data" has the meaning given in paragraph 24.1.

"Agreement" means the agreement between the Supplier and the Customer and the Main Agreement and its annexes, including these Conditions, and any supplementary terms and/or amendments duly signed by the parties.

"Confidential information" has the meaning given in point 18.1.

"Conditions" means these General Terms & Conditions.

"Customer" means the person or legal entity entering into the Agreement and whose details are set out in the Main Agreement.

"Customer Data" means content collected or submitted by or on behalf of Customer and or Users to the Service, including such content as may be collected from third parties and other external sources as Customer and/or Users may from time to time select for their use of the Service.

"Documentation" means the Scope of Service set out in Annex 3 to the Agreement and such other documentation of the Service as the Supplier may from time to time provide to the Customer.

"Feedback" has the meaning given in point 16.4.

"New Services" has the meaning given in point 15.2.

"Supplier" means Twicemee Technology AB, organization number 559120-3905, Kronobergsgatan 21, SE-112 33 Stockholm, Sweden.

"Service" means the service provided by the Supplier as described in clause 3 and in the Documentation, including but not limited to all information and materials made available to the Customer in the course of providing the Service.

"Term" means the period of time beginning on the date the Customer creates an account to access or use the Service and ending when it is terminated in accordance with the Conditions.

"Users" means (i) employees of the Customer; and (ii) contractors engaged by the Customer and its employees.

About the Service
1. The service is an innovative technological platform that aims to provide companies with the tools they need to ensure that the right staff are in their workplaces. The service is tailored to meet specific needs and helps companies comply with regulatory requirements vis-à-vis the relevant authorities. More information on the Service is available in the Documentation.
2. AS THE SERVICE IS PROVIDED TO THE CUSTOMER FOR FREE, THE SUPPLIER CAN NOT BE HELD ACCOUNTABLE IF THE SERVICES ARE NOT WORKING WITH THE FUNCTIONALITY STATED IN THE DOCUMENTATION DURING THE CUSTOMER’S USE OF THE SERVICE.
Access to the Service
1. Each User accesses the Service by using one of the Supplier's products. The data that a User uploads to a node is personal and may only be shared with those persons at the Customer who need it to perform their tasks.
2. The Customer shall ensure the deactivating Users who are no longer authorized to use the Service.
3. THE SUPPLIER DO NOT TAKE ANY RESPONSIBILITY WHATSOEVER, REGARDLESS OF THE CAUSE, FOR ANY UNAVAILABILITY OF THE SERVICE, OR ANY DIFFICULTY OR INABILITY TO ACCESS CONTENT, OR ANY OTHER COMMUNICATION SYSTEM FAILURE WHICH MAY RESULT IN THE SERVICE NOT HAVING FULL FUNCTIONALITY.
Customer's right to use the Service
1. Upon compliance with all provisions of the Agreement, the Supplier grants the Customer a limited, non-exclusive right to use the Service during the Agreement Period for its business and to make it accessible to the Customer's personnel
Main commitments of the customer
1. The Customer is responsible for

to comply with all laws, rules and regulations that may apply to its use of the Service,
to ensure that only authorized personnel have access to the Service,
not to divulge to unauthorized parties any information obtained by staff when using the Service,
to inform Users and obtain their permission to access the data they have chosen to store in their nodes,
communication between the Customer's IT system and the Service,
the hardware and software required for the use of the Service, including faults and defects that cause interference with the Customer's access to the Service.

The Customer undertakes to:

only to use the Service in accordance with the Agreement and the Documentation;
to comply with the Supplier's reasonable instructions for use of the Service;
use commercially reasonable efforts to prevent unauthorized access to or use of the Service, including maintaining usernames and passwords protected from such unauthorized access and promptly notifying Supplier of any suspected or threatened unauthorized access to the Service; and
use commercially reasonable efforts to ensure that the Customer does not transmit viruses, trojans and other malicious software or code to the Service.

Restrictions on use
1. The Customer undertakes not to:

access the Service by means other than through the interfaces designated by the Supplier,
store, distribute or transmit any material through the Service that is (i) unlawful, or (ii) defamatory, infringing, obscene, pornographic, racist, terrorist or otherwise likely to cause injury or harm to any person or organization,
use the Service in a way that infringes the intellectual property rights of the Supplier or third parties,
attempt, or knowingly permit or enable anyone else to, sell, rent, lease, license, distribute, publish, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display or transmit all or any part of the Service
attempt to decipher, decompile, disassemble or reverse engineer any software used to provide the Service,
monitor the availability, performance or functionality of the Service for competitive purposes, including using the Service to develop or operate a competing product or service or copying the features or user interface of the Service; or
take any action that damages or adversely affects, or may damage or adversely affect, the security, integrity, performance or proper functioning of the Service.

Customer Data
1. The Customer acknowledges that the use of the Customer's Data in the Service is determined by the Customer and/or Users, and that the Supplier neither assumes responsibility for nor monitors the Customer's and/or Users' use of such Data.
2. The Customer warrants that the Customer has the necessary rights to authorize the Supplier and its subcontractors to store and otherwise process the Customer's Data in the Service in the manner set forth in the Agreement and the Documentation.
Backup
1. The Supplier performs backups of the data stored by the Customer in the Service. The backup is retained for 30 days, and data can be restored from the backup if necessary.
2. The Supplier shall not be liable for any loss of data that occurs due to external factors beyond its control.
Support
1. The Supplier will offer support through a knowledge bank on how the service works and should be used. Service and support do not cover problems related to the Customer's hardware or software such as browsers, computers, tablets, telephones or other mobile devices, etc.
2. Any questions can be asked via email to the Supplier's support. The Customer acknowledges that the response time may vary depending on the scope and complexity of a question.
Suspension
1. The Supplier reserves the right to temporarily and immediately suspend the Customer's access to the Service if (i) necessary to protect the security, availability, or integrity of the Service; or (ii) if the Customer and/or a User violates the Agreement or applicable law, or if the Supplier can reasonably assume such a violation.
Agreement duration and termination
1. The Agreement shall enter into force as Customer creates an account and shall remain in effect until further notice.
2. Notwithstanding the provisions of paragraph 12.1, the Supplier may terminate the Agreement with immediate effect

if the Customer commits a material breach of its obligations under the Agreement and such breach is not capable of remedy, or if the breach is capable of remedy and the defaulting party fails to remedy the breach within 15 days of receipt of a written notice containing a reference to this paragraph 12.3; or
if either party becomes bankrupt, makes an arrangement with creditors, goes into liquidation or receivership, is subject to similar proceedings or is otherwise deemed to be insolvent.

Termination of the Agreement must be in writing.

Effects of the termination of the Agreement
1. Upon termination of the Agreement for any reason, the Customer's right to use the Service shall cease immediately. Customer shall immediately cease all use of the Service and, if applicable, delete or otherwise destroy any software, Documentation or other materials related to the Service in its possession.
2. Termination of the Agreement does not affect any rights or obligations that are expressly or by their nature intended to survive termination of the Agreement, including but not limited to provisions on limitation of liability, confidentiality and dispute resolution.
Maintenance
1. The Supplier may from time to time carry out planned maintenance during which the Service will not be accessible. The Supplier shall take commercially reasonable steps to schedule planned maintenance at times when use of the Service is normally limited. The time of scheduled maintenance will be notified in advance by the Supplier.
2. In the event that the safety or stability of the Service is at risk, the Supplier is entitled to carry out emergency maintenance at any time. The Supplier shall take commercially reasonable measures to inform about the occurrence of emergency maintenance and the estimated impact on the availability of the Service.
Changes to the Service and New Services
1. Subject to 3.2, the Supplier has the right to make changes, modifications and updates to the Service, such as adding or removing features.
2. Customer acknowledges that Supplier may develop and introduce new modules and features that are different from and/or complementary to the modules and features included in the Service ("New Services"). Supplier reserves the right to charge new, separate or additional fees and to impose new, separate or additional conditions on Customer's use of New Services.
Intellectual property rights
1. The Supplier and its licensors are the sole owners of all intellectual property rights relating to the Service. No rights are granted to the Customer under this Agreement other than as expressly set out in the Agreement.
2. For any Third Party Products and related documentation used in connection with the Service, the third party owner(s) of the relevant Third Party Products shall remain the sole owner of all rights to such Third Party Products. The use of the Third Party Products shall be in accordance with the terms and conditions set out by such third party.
3. The Customer and its licensors are the sole owners of the Customer Data. The Supplier is entitled to use the Customer's Data only to the extent necessary for the Supplier to fulfill its obligations under the Agreement.
4. Should the Customer offer suggestions for developing, improving, or altering the Service ("Feedback"), the Supplier is entitled to use such Feedback without limitation. The Customer hereby irrevocably assigns to the Supplier all rights to the Feedback.
Infringement of rights
1. Responsibilities of the Supplier
  1. The Supplier shall indemnify the Customer against all direct costs, expenses, damages and/or losses resulting from any third party claim that the Customer's use of the Service infringes such third party's intellectual property rights. The foregoing does not apply to a third party claim arising from (i) Customer's breach of the Agreement and/or applicable law; (ii) use of the Service contrary to the Documentation and/or Supplier's reasonable instructions; or (iii) Supplier's compliance with Customer's specific technical design or instructions; or (iv) operation or use of the Service in combination with services or products not provided or authorized by Supplier. Customer shall notify Supplier in writing of any claim without undue delay after becoming aware of it.
  2. At Customer's request, Supplier may defend the claim and/or cooperate with Customer in the defense of the claim. However, the Supplier shall then be entitled to make any admission or settlement with respect to any pending or potential infringement claim.
  3. In the event of actual infringement or in the event that Supplier considers infringement to be likely, Supplier shall without delay and at its own expense either (i) secure Customer's right to continue using the Service; or (ii) replace the infringing component to the extent necessary to ensure non-infringement, provided that the functionality of the Services is maintained after such replacement. If the Supplier is unable, using its best efforts, to take action under (i) or (ii), the Agreement shall terminate unless the Customer objects to such termination.
  4. This clause 17.1 constitutes the Supplier's sole and entire liability to the Customer in respect of any infringement of third party intellectual property rights resulting from the Customer's use of the Service.
2. The Customer's responsibility
  1. The Customer shall indemnify the Supplier against all costs, expenses, damages and/or losses resulting from a third party claiming that the Supplier's use of the Customer's Data infringes such third party's intellectual property rights. The Supplier shall notify the Customer in writing of any claim without undue delay after becoming aware of it.
  2. At the Supplier's request, the Customer shall defend the claim and/or cooperate with the Supplier in defending the claim. The Customer shall not, without the prior written consent of the Supplier, be entitled to make any admission or settlement with respect to any pending or potential infringement claim.
  3. In the event of actual infringement or in the event that Customer believes that infringement is likely, Customer shall promptly and at its own expense either (i) secure Supplier's right to continue using Customer's Data; or (ii) replace the infringing component to the extent necessary to ensure non-infringement. If the Customer is unable, using its best efforts, to take action under (i) or (ii), the Agreement shall terminate unless the Supplier objects to such termination.
  4. This clause 17.2 constitutes the Customer's sole and entire liability to the Supplier for any infringement of third party intellectual property rights resulting from the Supplier's use of the Customer's Data.
Confidentiality
1. The parties undertake not to disclose to third parties during the term of the Agreement and for a period of five years thereafter any information relating to the content of the Agreement and any other information obtained by the parties as a result of the Agreement, whether in writing or orally and regardless of format ("Confidential Information"). The parties undertake to use Confidential Information solely for the purpose of fulfilling their obligations under the Agreement and for no other purpose. The receiving party further agrees to take appropriate measures to prevent any employee, sub-consultant or other intermediary from using or disclosing Confidential Information to third parties and to use the same level of care (but not less than reasonable care) to avoid disclosure or use of Confidential Information as the Party uses in respect of its own confidential or proprietary information.
2. The provisions of 18.1 do not apply to information that

at the time of disclosure is or subsequently becomes available to the public otherwise than through breach of the Agreement; or
was already available to the receiving party or which it has developed on its own prior to the conclusion of the Agreement and which has not been obtained, directly or indirectly, through a breach of the Contract.

The confidentiality undertaking in this clause 18 does not prevent a party from disclosing information that the party is obliged to disclose under law, a judgment or an authority's decision or an agreement with a stock exchange or other marketplace. In the event that a Party has or is required to disclose such information, the Parties undertake to notify the other Party immediately to enable the other Party to take protective measures. The Parties shall use their best efforts to ensure that information communicated under this paragraph is treated as confidential by the recipient of such information to the extent possible.

Limitations of liability
1. Unless otherwise expressly stated in the Contract, Supplier makes no warranties, express, implied, statutory or otherwise, with respect to the Service. Supplier specifically disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose and non-infringement, to the fullest extent permitted by applicable law
2. The Supplier shall not be liable for any damage relating to loss of profit, revenue, goodwill or other indirect damage of the Customer.
3. The total liability of the Supplier for damage shall not exceed SEK 10 000..
Personal data
1. The Customer is responsible to get permission from the User to use his or her personal data for the Service.
2. The Customer understands that the Customer is the data controller for the personal data that the Supplier processes on behalf of the Customer in connection with the Customer's use of the Service. Such processing of personal data is governed by the data processing agreement set out in Annex 1 to the Agreement.
Force majeure
1. A party is exempt from penalties for failure to perform its obligations under the Agreement if the failure is due to circumstances beyond the party's control and which the party could not or should not reasonably have foreseen at the time of the conclusion of the Contract, such as war, civil war, fire, flood, interruption of public communications, interruption of public energy supply or similar circumstances.
2. If a party wishes to rely on a circumstance referred to above, it shall immediately notify the other party when there is a risk that the obligation cannot be fulfilled or will be delayed. Failure to give such notice in time shall give rise to an obligation to compensate for the damage that could have been avoided if timely notice had been given.
3. Where a party suspends its obligations under this clause 21, the time for performance shall be extended by the time required by the circumstance. Either party has the right to terminate the Agreement with 1 month's notice if the performance of the Agreement is delayed for more than 2 months.
Amendments and additions
1. The Supplier shall be entitled to amend the Conditions from time to time. Amendments to the Conditions shall be notified to the Customer at least 30 days before the amendment takes effect, unless the amendment is caused by a change in mandatory law, governmental decision or other circumstances beyond the Supplier's reasonable control. If the Customer does not accept the change, the Customer has the right to terminate the Agreement no later than the date on which the change takes effect by deleting his account. The Customer's continued use of the Service after an amendment has entered into force shall be deemed to mean that the Customer has accepted the amendment and that the Customer is bound by the amended Terms.
Notifications
1. Notices or other communications between the parties shall be sent by e-mail to the contact person of the addressee at the addresses specified by such party.Notices shall be deemed to have been received by the addressee at the time when the electronic message arrived to the recipient's e-mail in-box.
Other
1. The Supplier is entitled to collect and use data resulting from the Customer's use of the Service to create aggregated and anonymized data sets ("Aggregated Data"), however, only provided that (i) such collection and use is in accordance with Annex 1 to the Agreement; and (ii) the Aggregated Data does not include information that can be attributed to individual natural persons or to the Customer. The Supplier is entitled to use Aggregated Data for purposes such as the improvement and development of products and services, analysis and the production of statistics.
2. The Supplier has the right to use subcontractors for the provision of the Service. The Supplier shall be liable for the acts, omissions and negligence of any subcontractor as if they were its own acts, omissions or negligence.
3. The Supplier is entitled to use the Customer as a reference customer for marketing purposes.
4. The Customer may not assign all or part of the Agreement without the prior written consent of the Supplier.
5. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior written or oral warranties, undertakings, representations and agreements between the parties.
Applicable law and dispute resolution
1. This Agreement and any dispute or claim arising out of or in relation to or in connection with it is governed by, and will be construed in accordance with, Swedish law, without regard to the conflicts of laws provisions therein, and without giving effect to the United Nations Convention on Contracts for the International Sale of Goods.
2. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
3. The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
4. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be Swedish.

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