General Terms and Conditions

1. APPLICATION

1.1 These contractual terms regulate the relationship between Azeo Sweden AB ("Azeo") and its customer ("the Customer") regarding the provision of IT services, software licenses, rental, and sale of equipment, and consultancy services. Azeo and the Customer are hereinafter referred to as "Party" or collectively "the Parties".

1.2 Conditions that have been specifically agreed in writing between Azeo and the Customer take precedence over these customer terms. Reference to the customer's "General Purchase Conditions", or equivalent conditions in orders or purchasing, does not apply unless the Parties have specifically and in writing agreed on this.

2. DEFINITIONS

2.1 "The Agreement" refers to the agreement between Azeo and the Customer to which these customer terms form a part.

2.2 "The Rental Object" refers to Products that the Customer rents from Azeo according to the agreement.

2.3 "Data Processing Agreement" has the meaning set out in section 10 below.

2.4 "Products" refers to IT equipment that the Customer purchases or rents from Azeo.

2.5 "Services" refers to the services that the Parties have agreed that Azeo will perform, such as IT services and consultancy services.

2.6 "Service Specifications" refers to Azeo's general service specifications which are published under "Our Offer" on azeo.se from time to time. The service specifications form part of the Agreement.

3. CONDITIONS FOR SERVICES

3.1 Azeo shall perform Services with suitably qualified employees and in a professional manner and in accordance with the Service Specifications applicable at any given time.

3.2 Provision of Microsoft Cloud and Google Workspace is exclusively governed by the terms offered by these providers, and Azeo takes no responsibility through this Agreement for their delivery of said services (see section 7 below). By entering into the Agreement, the Customer confirms that they have reviewed and accepted the terms of Microsoft and Google, as well as undertakes to indemnify Azeo in the event claims are made or actions are brought against Azeo as a result of the Customer's breach of Microsoft's or Google's terms.

3.3 The Customer shall provide Azeo with access to information and materials regarding the Customer's operations to the extent necessary for the performance of the Services.

3.4 The Parties shall cooperate and consult with each other during the performance of the Service. The Parties shall also inform each other of relevant circumstances and events, such as changes, problems, delays, and anything else that may affect the provision of the Service. The Parties shall appoint contact persons with relevant qualifications for the exchange of information.

3.5 The Customer hereby acquires full and unrestricted ownership of all materials, including documentation, that Azeo creates or develops specifically for the Customer within the framework of the Agreement. The Customer's right under this section presupposes that the Customer has paid the agreed compensation for the Service.

3.6 If the Customer can demonstrate that Azeo has not performed the Service in accordance with the applicable Service Specifications, or as otherwise agreed, Azeo's liability is limited to Azeo remedying the error within a reasonable time and, if this cannot be done, to credit the Customer for the part of the Services that the error concerns.

4. CONDITIONS FOR DELIVERY OF PRODUCTS

4.1 Orders or purchase orders from the Customer are considered as offers made. An agreement on delivery arises when Azeo confirms the Customer's offer in writing.

4.2 Upon confirmed order, Azeo undertakes to take all reasonable measures to deliver the Product to the Customer, but is not responsible for delays due to circumstances beyond Azeo's control, such as delayed delivery from the respective manufacturer or its distributors.

4.3 Unless otherwise agreed in writing by the parties, Azeo shall arrange delivery to the Customer's place in Sweden. Azeo reserves the right to charge the customer for shipping costs.

4.4 Ownership of the delivered Products remains with Azeo until payment has been made in full. In the event that the Customer does not pay for the goods on time, Azeo has the right to reclaim the Products, without prior notice to the Customer. The Customer undertakes to store the goods separately on Azeo's behalf until full payment has been made. However, the Customer has the right to use the goods in normal production or operations before full payment has been made.

4.5 The Customer shall, upon receipt of the delivery, but no later than within seven (7) days, examine whether the goods conforms to the Agreement and, in order to be able to hold Azeo accountable for the deficiency, within the same time, submit a written complaint about any deficiency.

4.6 In case of deficiency or fault in Product, the respective manufacturer's conditions for product warranties shall apply. Azeo's liability for deficiency or fault is limited in accordance with the manufacturer's warranty conditions. Complaints to Azeo must be made in writing without delay and no later than three (3) months after delivery, unless otherwise agreed upon or applies due to the manufacturer's warranty conditions.

5. CONDITIONS FOR RENTAL OF PRODUCTS

5.1 Azeo is the owner of the Rental Object and grants the Customer the right to use the Rental Object under the conditions stated in the Agreement. The Customer does not have the right, without Azeo's written consent, to transfer, pledge, sell, or rent the Rental Object to any third party. The Rental Object may not be incorporated or handled in any way that endangers Azeo's ownership.

5.2 Should the Rental Object be seized or subjected to lien or if the Customer is declared bankrupt, the Customer must to immediately notify Azeo thereof and inform the relevant enforcement officer or bankruptcy administrator about Azeo's ownership by presenting the Agreement.

5.3 The Rental Object shall be well taken care of by the Customer so that it does not undergo any change beyond normal wear and tear. Upon return, the Rental Object, complete with accessories, shall be well cleaned and, considering normal wear and tear, be in good condition and fully operational. Should the Rental Object become unusable due to improper use or neglect during the rental period, this does not exempt the Customer from the obligation to pay Azeo. During the time the Rental Object is in the Customer's possession, the Customer is responsible for all damage to and loss of the Rental Object, regardless of fault.

5.4 The Rental Object shall be made available for return to Azeo on the same day as the rental period expires. Rental Objects not made available for return after the end of the rental period will be charged at 100% of the acquisition value.

6. PRICES AND BILLING

6.1 Services: Charges are invoiced to the Customer monthly in advance. Variable consultancy services and expenses are invoiced monthly in arrears.

6.2 Sale of Products: The price for the Products is invoiced at the time of order.

6.3 Rent: Rent is invoiced monthly in advance.

6.4 All prices are exclusive of VAT. The invoice has a twenty (20) day credit period. Azeo has the right to increase the prices for Services by a maximum of 3.5% per year. Azeo reserves the right to also adjust prices due to increased costs as a result of Microsoft, Google, or other suppliers changing their prices towards Azeo. Prices for Products may be adjusted continuously.

6.5 In case of delay in payment, the Customer shall pay interest on the overdue amount at two percentage points per each month commenced, as well as fees for payment reminders, collection, and recovery costs. In case of non-payment, Azeo has the right to temporarily suspend the performance of Services or withhold delivery of Product until full payment is made, provided that the Customer has not made payment within ten (10) working days from receiving a payment request.

7. THIRD-PARTY PRODUCTS

If Azeo, within the framework of the Agreement, also provides third-party products, the manufacturer's license terms for the third-party product apply to the Customer's use, in precedence over what is stated in the Agreement. For cloud services provided as part of the Services, Microsoft's conditions applicable at any given time for Microsoft Cloud and Google's conditions applicable at any given time for Google Workspace apply (see Azeo supplier terms).

8. TERM OF AGREEMENT

8.1 Services: Regarding the provision of Services, the Agreement is valid until further notice with one (1) month's notice period, unless otherwise agreed in writing.

8.2 Rental: For the rental of Products, a rental period of thirty-six (36) months applies from the agreed start date for the respective Rental Object, unless otherwise agreed in writing. After the expiration of the rental period, the Agreement is valid until further notice with three (3) months' notice period.

9. TERMINATION OF AGREEMENT

9.1 Either Party has the right to terminate the Agreement with immediate effect if the other Party

1. substantially breaches its obligations under the Agreement and has not rectified the breach within fifteen (15) days after written request to do so, or
2. suspends its payments, begins negotiations for a composition with its creditors, becomes the subject of a bankruptcy petition, files for corporate restructuring or composition, applies for or enters into liquidation or is otherwise insolvent.

9.2 Termination of the Agreement must be in writing to be valid.

9.3 Upon termination of the Agreement, both Parties shall immediately return all materials and other property belonging to the other Party. Azeo undertakes to transfer login details to administrative accounts to the Customer's systems to the Customer or its new supplier. Support with migration can be provided for a charge according to Azeo's consultancy rates. Upon termination of the Agreement, Azeo has the right to terminate the Customer's all licenses and accounts, including backup services.

10. PERSONAL DATA

10.1 If Azeo shall process personal data on behalf of the Customer, the Parties shall enter into a data processing agreement with associated instructions ("Data Processing Agreement"). In this context, the Customer shall be considered the data controller and Azeo the data processor. Azeo shall, where applicable, process personal data in accordance with the Data Processing Agreement, the Customer's instructions, and applicable legislation. Regarding the processing of personal data, the Data Processing Agreement shall take precedence over other regulations in the Agreement.

11. LIABILITY AND INSURANCE

11.1 Azeo is only liable for direct damage caused by Azeo's breach of contract or negligence. Azeo is not liable for lost profits or other indirect damage or loss, including but not limited to, any liability the Customer may have towards third parties or loss of information. Azeo's total liability during a contract year is limited to two price base amounts or, if higher, the amount the Customer has paid for the Services during the last six (6) months. The Customer loses the right to claim damages if such a claim is not made in writing within three (3) months after the Customer discovered or should have discovered the basis for the claim, but no later than six (6) months from the performance of the Service.

11.2 The Parties shall at their own expense take out and maintain customary liability insurance with sufficient coverage considering the respective Party's liability under the Agreement. Upon request from a Party, the other Party shall provide a copy of the current insurance policy.

11.3 For rented property, the customer shall take out and maintain customary insurances regarding damage to and loss of the Rental Object.

12. CONFIDENTIALITY

12.1 The Parties commit to not disclose to third parties any information regarding the content of the Agreement and any other non-public information they have received as a result of the Agreement, whether the information was provided in writing or orally and regardless of format ("Confidential Information"), during the term of the Agreement and for two (2) years thereafter. A Party shall only disclose Confidential Information to employees, consultants, subcontractors, and advisors who need the information for the purpose of the Agreement and its fulfillment.

12.2 The above does not apply to information that

1. at the time of disclosure is or later becomes publicly available in a way other than through a breach of the Agreement, or
2. was already available to the receiving Party or was independently developed by them before the Agreement was entered into and was not directly or indirectly obtained through a breach of the Agreement.
3. a Party is required to disclose by law, court order, or governmental decision.

13. OTHER TERMS

13.1 A Party is entitled to transfer its rights and obligations under the Agreement only after the written consent of the other Party. However, Azeo has the right to transfer the Agreement to an acquirer of substantially all of Azeo's business.

13.2 Changes to and additions to the Agreement are binding only if they are in writing and signed by both Parties. However, Azeo shall have the right, after notifying the Customer, to make general updates to these customer terms, provided that the Customer does not suffer a significant negative consequences from the change.

13.3 This Agreement constitutes the Parties' complete regulation regarding the subject matter of the Agreement and replaces any possible previous written or oral warranties, commitments, representations, and agreements between the Parties.

13.4 A Party is exempt from liability for failure to fulfill its obligations under the Agreement if the fulfillment is hindered, if the fulfillment is significantly obstructed, or if the fulfillment is unreasonably increased in cost by a circumstance beyond the Party's control, such as lightning, labor conflict, fire, changed governmental regulations, governmental intervention, pandemic, epidemic, and errors or delays in services from subcontractors due to circumstances specified herein. A Party shall notify the other Party if an obligation cannot be fulfilled or is delayed due to a circumstance as mentioned above.

13.5 Swedish law shall apply to the Agreement. Any dispute arising out of the Agreement shall be finally settled by arbitration at the Stockholm Chamber of Commerce according to the rules for Expedited Arbitration. The arbitration shall take place in Stockholm. Notwithstanding the above, Azeo shall not be prevented from taking collection measures or legal actions regarding undisputed and due claims on the Customer.