Atea’s General and Special Terms and Conditions

These terms and conditions apply to the Customer’s purchase from Atea in accordance with the Agreement.

In addition to general terms and conditions, there are also special limited terms and conditions, which only apply to one or more service areas as defined below:

Hardware Services  Sale and delivery of Products.

Professional Services  Consultancy assignments for the Customer’s systems and operations.

Managed Services  Delivery with responsibility for the Customer’s IT in accordance with a service level agreement.

Service & Support  Service agreement for fault rectification of the Customer’s IT environment.

Finance Services  Finance solutions for Products and/or Services.

The Customer is obliged to carry out the activities that are the Customer’s responsibility in accordance with the Agreement. If the Customer fails to carry out these activities, partially or in full, despite being necessary for Atea to be able to carry out its undertaking and Atea having sent at least two (2) written reminders, Atea is entitled to carry them out in in accordance with Atea Price List Professional Services or, if exist, other price list agreed between Atea and the Customer. If circumstance prevent Atea from carrying out these activities in return for a consultancy fee, e.g. activities must be carried out on the Customer’s premises or in systems to which Atea does not have nor being granted access to, this shall constitute grounds for exemption from Atea’s service delivery within the Delivery Agreement in question. However, this does not constitute grounds for exemption from the Customer’s obligation to make payment.

The Customer shall give Atea access to the information and documents concerning the Customer’s activities, and to the premises of the Customer, that Atea reasonably requires in order to perform the Agreement. If performance of the Agreement requires Atea to use software licensed by the Customer, for example, the Customer shall undertake to provide the required licences.

The Customer shall inform Atea without delay of any circumstances that may entail changes that are of significance to the performance of the Agreement, such as planned changes in the Customer’s IT environment that affect a Delivery Agreement.

If the Customer has granted another company in the same group a right to use the Agreement, the Customer will be liable for the group’s company’s obligations as if they were the Customer’s in the event that the Group company is unable to fulfil its obligations in accordance with the Agreement, for example payment for services performed.

The Customer shall comply to current legislation and any other regulations to which the Customer is subject as a consequence of its activities. Atea is not liable for any breach of statutory and/or regulatory provision committed by the Customer in its use of the Services. If Atea discovers a serious breach of statutory and/or regulatory provision committed by the Customer, Atea is entitled to block the Customer from the relevant Services until the breach of statutory and/or regulatory provision has ceased, or alternatively, in the event of gross breach of statutory and/or regulatory provision, to terminate all or parts of the Agreement. Atea may also report any such breach of statutory or regulatory provision to a public authority or other supervisory organisation.

If Atea is caused additional work or additional costs due to circumstances for which the Customer is responsible, the Customer shall compensate Atea for such additional work and such additional costs in accordance with Atea Price List Professional Services or, if exist, other price list agreed between Atea and the Customer.

Unless otherwise specified in the Agreement, all prices are quoted in Swedish kronor, excluding VAT.

Work performed on the basis of time and materials consumption, travel expenses and overtime remuneration are charged according to Atea Price List Professional Services, or, if exist, other price list agreed between Atea and the Customer.

Atea is entitled to adjust all prices during the term of the Agreement, based on the percentage change in Statistics’ Labour Cost Index, non-manual workers, private sector (LCI non-man) preliminary index, NACE Rev. 2 code J (Information and communication activities) as of the 3rd quarter each year compared with the same index as of the 3rd quarter of the previous year. The adjustment shall apply from January next year, during the term of the Agreement. If the LCI ceases to apply, Atea reserves the right instead to change the agreed hourly rates in accordance with the change in another equivalent index that applies to NACE Rev. 2 code J (Information and communication activities).

Each Party has the right to adjust for currency if the exchange rate should fluctuate by more than +/- 2.0% compared to the latest agreed exchange rate for the specified foreign currency. Each Party may request a currency to be adjusted no more than once every six months. However, if the fluctuation in the exchange rate is more than +/- 8.0% compared to the latest agreed exchange rate, the currency adjustment may be requested immediately. The comparative rate is the Riksbank’s cross rate on the day before the order date.

Atea is entitled to adjust all prices during the term of the Agreement on the basis of changes in statutory excise duties and/or charges that may be imposed on a Product or Service. The price adjustment may only be equivalent to the actual increased or reduced cost resulting from the changed or new statutory excise duty and/or charge. Atea shall inform the Customer of such a price adjustment at least one (1) month before it will be applied.

Atea is entitled to adjust the prices in the Delivery Agreement, or call for a renegotiation of the scope of the Delivery Agreement, in cases where the conditions for Atea to be able to fulfil its undertakings are significantly impeded as a result of circumstances beyond Atea’s control. Such circumstances may be, but are not limited to, when hardware may not be able to be produced due to disruptions at the manufacturers, or when there is a significant change to a signed licence/maintenance agreement with a hardware/software supplier on Atea’s own account or on account of the Customer. Atea shall inform the Customer of any such price adjustment or call for a renegotiation at least six (6) months before the price adjustment or changed scope will be applied If the Customer does not accept the adjusted prices or changed scope, the Customer is entitled to an early termination of the Delivery Agreement with the end date on the date of the price adjustment or introduction of the changed scope. Notice of any such early termination shall be given to Atea no later than three (3) months before the end date.

Unless otherwise agreed in the Agreement or stated on the order confirmation, invoicing shall take place subject to payment terms of 30 days net. If the Customer fails to pay on time, Atea is entitled to receive late payment interest and delay compensation in accordance with current legislation, and in such case to withhold delivery or a part thereof.

Invoicing takes place monthly in arrears unless otherwise has been agreed in individual Delivery Agreements.

If an invoice is corrected due to errors caused by the Customer, a credit period of 10 days applies to the new, corrected invoice. A re-invoicing fee will be added.

In the event of partial crediting of a previously issued invoice, payment of the existing invoice must be received by Atea on the invoice’s specified due date or no later than within 10 days of a credit note being issued.

Atea has the right to transfer all rights regarding payment of a claim to a third party.

Atea shall be entitled to perform ongoing credit control of the Customer, and to require advance payment to the extent that Atea deems necessary.

In the case of a part-delivery of Products, Atea reserves the right to invoice in part for the Products. Unless otherwise specified when ordering, Atea will only charge one shipping fee per order regardless of part-delivery or not.

Atea reserves the right to charge the Customer for planned work that is cancelled by the Customer on too short notice before the planned start date. In the event of a cancellation that occur prior to four (4) working days before start date, Atea may charge the Customer corresponding to 75% of the planned work, and in the event of a cancellation that occur within four (4) and seven (7) working days, Atea may charge the Customer corresponding to 50% of the planned work. Other cancelled work is not charged for.

For all or parts of the delivery, Atea is entitled to use a subcontractor to perform its undertakings under the Agreement, and for the delivery of equipment used by the Customer as part of the Agreement. Atea is responsible for the work of the subcontractor in the same way as for its own work.

For Services where Atea uses companies within the Atea Group as a subcontractor, English may be used as the language in governance and reporting matters, unless otherwise agreed.

On the expiry of the Agreement, at the request of the Customer, Atea may assist with the transfer of competence to the Customers personnel or a new supplier. Charges for transfer of competence shall be based on Atea Price List Professional Services or, if exist, other price list agreed between Atea and the Customer.

Atea is entitled to freely change information presented in eShop. A Customer wishing to utilise eShop shall itself acquire and install the equipment and communication interfaces etc that may be required to communicate with Atea eShop. The Customer will acquire a limited, ongoing rights to use eShop, which may not be transferred. Upon application received from the Customer, Atea provides login information (username and password) which shall remain in force until further notice from Atea. The Customer shall undertake to and be liable for ensuring that the Customer’s login information does not fall into unauthorised hands and for preventing the prohibited dissemination of eShop’s contents via the internet or other media. The Customer shall be liable for ensuring that eShop is only used by the Customer’s personnel who need to use eShop in the course of their work. The access rights of employees at the Customer and other persons with access to eShop who no longer require such access shall be immediately cancelled. If the Customer misuses eShop, Atea shall be entitled to immediately terminate the Customer's right to use eShop.

eShop is only available to companies and organisations, and not to private individuals/consumers or sole traders.

Orders and deliveries for Products in eShop become a binding agreement when Atea confirms the Customer’s order by means of an order confirmation. If the Customer wishes to correct a binding order, Atea must be contacted. If an order or invoice is corrected, Atea reserves the right to charge an administrative fee. The Customer shall also be liable for incorrect orders due to typing errors and other circumstances affecting the Customer, such as the Customer’s eShop login information falling into unauthorised hands.

Atea is entitled to adjust prices in eShop without prior notice. Shipping fees are added.

The shipping fee is calculated on the basis of the specific order, and is based on weight, number of parcels, number of pallets, space, etc.

Information and prices are presented in eShop with reservation for misprints and typing errors, errors in the technical specifications provided and out of stock.

Atea does not manufacture or produce the Products it sells and therefore Atea is not directly responsible for CE marking of such products which are marketed within the European Union. However, when purchasing products for distribution, Atea and the distributors it collaborates with require that the manufacturers who are responsible for Products comprised by the EMC directive comply with CE marking requirements and other stipulations associated with these rules.

Products are delivered CIP (Incoterms 2020) domestically and DAP (Incoterms 2020) internationally.

Deliveries to the Customer take place on weekdays by business parcel service and, unless otherwise specified, to the Customer’s goods department.

If the Customer wishes to change an order, the Customer must contact Atea. The Customer is not entitled, without Atea’s written consent, to cancel or change placed orders after Atea has sent an order confirmation to the Customer.

When receiving Products, the Customer shall inspect them thoroughly. If ordered Products are missing from the delivery and/or if there is visible damage to a Product or packaging, this must be noted in writing on the delivery note or equivalent document before the delivery is signed for. If a delivery that is visibly damaged during transit is signed without reservation, nor Atea or the carrier may not be held liable for the damage.

The Customer shall check the contents of the delivery within seven (7) days of delivery to ensure that the Products match what was ordered. The Customer shall within this time make a written claim for defects to Atea, if any. Non-conformities that are not significant for the intended use of the Products shall not be regarded as defects. If no claim has been made within the above specified period, the delivery shall be deemed to be approved by the Customer regardless of any defects.

If

1. Atea fails to deliver ordered Products on the agreed date or
2. the delivery does not meet the requirements agreed upon by Atea and the Customer and the Customer has, in time, submitted a written claim concerning the defects

Atea shall, without undue delay, remedy any delay or defect covered by the Customer's claim. If a delay or defect cannot be remedied without significant costs/changes, Atea shall propose alternative measures to the Customer, such as offering alternative products. If a defect has not been remedied by Atea after more than 150 consecutive days, the Customer is entitled to cancel the purchase of the Products in question by notifying Atea in writing.

The Customer is entitled to apply to return a delivered Product at www.atea.se, or via eShop if the Customer has an eShop login, by submitting an application to return to Atea no later than ten (10) working days from when the Customer received the Product in question. The application shall specify the article number and order or invoice number of the Product which the Customer wishes to return and the reason why the Customer wishes to return the Product.

If the return is accepted by Atea, the Customer will receive a confirmation of return with Atea’s return number. The Customer shall then return the Product to the address specified on the return confirmation, together with the return confirmation. Returned Products shall be completely unused and shall be returned in unbroken, original packaging and free of dirt, damage and all types of markings. The returned Product must be received at the recipient’s address specified by Atea no later than five (5) working days after the Customer received the return number from Atea.

The Customer shall pay shipping and transport insurance for returned products, as well as return charge specified in the return confirmation from Atea. Received and approved returns will be credited to the Customer as set out in the return confirmation after deduction of the specified charge.

Returns that are not approved by Atea are sent back to the Customer at the latter’s expense.

The Party that has possession of equipment is also responsible for such equipment. Atea is responsible for the Customer’s equipment when it is handled by Atea outside the Customer’s premises.

The Customer is responsible for its own handling of media and backup media, and for security on its own premises.

All Products shall remain Atea’s property until full payment has been made for the Products in question. Until the right of ownership has been transferred to the Customer, the Customer shall be obliged to take due care of the Products and not to adopt any changes to the Products without Atea’s consent.

Reservation of ownership rights by Atea shall not apply in cases where the Customer leases or rents ordered Products, directly at order in eShop or when Atea acts as agent for lease/rent.

Atea shall comply with any regulations that the Customer has notified to Atea at any time to the extent that they are reasonable and relevant to the performance of the Agreement.

Atea’s processing of personal data complies with Regulation (EU) 2016/679, the General Data Protection Regulation (GDPR), with associated implementing regulations. If, during the performance of its undertaking, Atea processes personal data on behalf of the Customer, the Parties shall enter into a data processing agreement. The data processing agreement shall constitute an appendix to the Agreement and take precedence over other rules in the Agreement concerning the processing of personal data.

Atea’s processing of personal data is described at https://www.atea.com/data-privacy-policy/.

During the term of the Agreement, and for a period of 12 months from expiry of the Delivery Agreement, the Parties undertake not to take measures for the purpose of actively recruiting personnel employed by the other Party who the Party has been in contact with within the Delivery Agreement. The Party is therefore not prevented from performing ordinary recruitment measures that are not directed at the other Party’s personnel.

The restriction on recruitment measures in this clause does not apply in cases where a Party is obliged to offer employment to the other Party’s personnel in accordance with Section 12a of the Swedish Agency Work Act (2012:854) (In Swedish Lag (2012:854) om uthyrning av arbetstagare).

Atea’s liability for defects does not include errors or defects caused by the reasons specified below

1. circumstances for which the Customer is responsible in accordance with the Agreement,
2. circumstances outside Atea’s area of responsibility in accordance with the Agreement,
3. viruses or other security attacks, providing that Atea has put in place safeguards in accordance with agreed requirements, or in the absence of such requirements, has acted according to professional safeguards,
4. when support agreements or licences with third-party suppliers, which, according to the Agreement, are the Customer’s responsibility, are not continued by the Customer,
5. the Customer uses Products with other equipment, accessories or software, which has not been approved by Atea, in a manner that affects their function,
6. the Customer uses Products in a manner other than that set out in the user documentation,
7. the Customer makes changes to or interferes with Products,
8. negligence on the part of the Customer or a third party through circumstances beyond Atea's control, such as faults in equipment, accessories or software that are not part of the delivery of Products or Services,
9. normal wear and tear or if consumables, accessories and attachments are needed,
10. the Customer makes a change to the hardware configuration in Products,
11. the Customer expands the program memory, etc. in Products as a result of new software or microcode versions requiring such changes.

If the Customer fails to fulfil its undertakings as described above and this means that faults or failures cannot be rectified by Atea as agreed, Atea shall not be considered to have failed in its undertaking.

In order to be entitled to rectification and/or a price deduction, the Customer shall submit a claim for the defect and compensation no later than three (3) months after the Customer has noticed or should have noticed the defect, but no later than one (1) year from delivery of the Product or Service that the Customer wishes to claim for. The claim must be made in writing and contain a description of the fault.

If the Customer makes a claim to Atea concerning a fault and Atea finds no fault exists, or that Atea is not responsible for the fault, the Customer shall bear Atea’s costs for Atea’s work associated with investigating the fault and, when applicable, rectification in accordance with Atea Price List Professional Services or, if exist, other price list agreed between Atea and the Customer.

Unless otherwise specified in the Agreement, the Customer or Atea does not acquire any intellectual property rights via the Agreement to methods, programs, systems, documentation and suchlike that are provided by the other Party. The Customer or Atea may only use such methods, programs, systems, documentation and suchlike to perform and deliver, or receive and utilise, the Agreement. The Customer's or Atea's use of third-party software and other material that is protected by copyright and intellectual property rights which are provided by the other Party remain subject to the third party’s licensing terms and other such conditions.

Atea undertakes to defend the Customer if a claim is raised or action is brought against the Customer in connection with an infringement of rights as a result of the Agreement. Furthermore, Atea undertakes to compensate the Customer for any compensation and damages that the Customer may be obliged to pay through a settlement or judgement to a third party as a result of such infringement of rights. Atea’s undertakings and obligations only apply on the condition that the Customer, immediately after the Customer has become aware of a demand or a claim from a third party, or after a third party has otherwise brought proceedings, has informed Atea of this in writing and at the same time given Atea full and exclusive control and decision-making power over demands and claims received, actions and any settlement negotiations, as well as over the full handling and the process in general. Furthermore, the Customer must assist Atea on an ongoing basis with all information, as well as reasonable assistance, that Atea requests or may otherwise need.

Atea is not responsible for demands or claims related to an infringement of rights if the contractual object in the Agreement has been used in a way that was not intended in accordance with the Agreement, inconsistent with or in contravention of the Agreement or Atea’s instructions.

If the Customer purchases software licences from Atea, the licence terms for the relevant software shall take precedence before the Agreement with regard to the Customer’s use of such software

The Parties are entitled to terminate the Agreement with immediate effect in the case of a significant breach that is not remedied within 30 days after written notification is sent from the other Party with a request for remedy.

Failure to pay despite repeated payment reminders shall be deemed to be such a request.

Early termination may take place either of the Agreement and/or of the Delivery Agreement(s) and/or the Products or Services affected by the significant breach. If the breach is limited to a Delivery Agreement, the termination shall only apply to the

Delivery Agreement in question. If the breach is of such a nature that it cannot be remedied, termination shall take place with immediate effect.

18.1 TERMS OF PAYMENT

Costs of Products are invoiced as they arise.

Atea reserves the right to invoice ordered but not yet delivered Products if delivery of the Products is delayed due to the Customer’s actions.

18.2 LIABILITY FOR DEFECTS

Any warranty repairs shall be performed by the manufacturer of the Product or by the manufacturer’s approved service partner. Information about manufacturers’ warranty and service terms and conditions are packed together with the Product or provided by Atea. Right to warranty repair shall always be substantiated by a copy of the invoice for the Product covered by the warranty. Atea will not compensate any expenses associated with warranty arrangement/claims. The warranty terms, service terms and other special terms, such as software licence terms, of the respective manufacturer/supplier shall take precedence over these general and special terms and conditions.

If the Products are not covered by the manufacturer’s/supplier’s warranty terms, service terms or other special terms, the terms specified hereafter, in this section, shall apply. Atea is liable, at its own expense, to rectify defects that are of significance to the intended use. Unless otherwise agreed, the defect shall be rectified by Atea and the Customer shall arrange and bear the cost of transport.

18.3 EARLY TERMINATION

If a Delivery Agreement includes customer-specific stores where Atea stocks Products solely intended for the Customer, the Customer undertakes to purchase the stocked Products, in accordance with the price list current at the time, should the Customer terminate the Delivery Agreement early. This also applies to ordered but not yet delivered Products to the customer-specific stores.

19.1 THE CUSTOMER’S UNDERTAKING

If necessary for the performance of the Agreement, the Customer shall grant Atea the right towards third-party suppliers of hardware and software products to follow-up, request information and make demands regarding contract fulfilment.

The Customer is responsible for ensuring that required service agreement with hardware product and software suppliers has been concluded and being maintained throughout the term of the Agreement for products owned or leased by the Customer and which are required for the performance of the Agreement.

19.2 PRICE PROVISIONS

If circumstances on the part of the Customer, such as changes in the IT environment in which the work is to be performed, affect the Agreement, Atea and the Customer shall renegotiate the agreed price and make the necessary adjustments to the relevant agreement appendix.

19.3 TERMS OF PAYMENT

If the Customer chooses to cancel a Service that is charged by results-based performance, such as a fixed-price project, and the work has not yet been completed, Atea is entitled to charge for the accumulated work in accordance with Atea Price List Professional Services or, if exist, other price list agreed between Atea and the Customer.

19.4 LIABILITY FOR DEFECTS

If Atea is negligent in the performance of the Agreement, Atea shall, without undue delay and, if practically possible, at no cost to the Customer, rectify faults claimed by the Customer, although not if rectification of the fault entails inconvenience and costs for Atea that are unreasonably high in relation to the significance of the fault to the Customer. If Atea does not rectify faults, the Customer is entitled to a reasonable payment deduction for the defective work.

19.5 INTELLECTUAL PROPERTY RIGHTS

The Customer shall receive an unlimited, non-exclusive right, and for its own account, to utilise, modify and reproduce the result of the work performed by Atea as part of the Service. If Atea’s work includes elements that Atea has stated to be the property of a third party, the Customer is not entitled to modify such elements without the consent of the holder of such rights.

20.1 THE CUSTOMER’S UNDERTAKING

The Customer is responsible for appointing those with the right to use the Services and for conveying information about how these persons connect to and use them. The Customer is responsible for ensuring that the Customer’s users’ use the Services in the intended way and is responsible for any actions performed by the Customer’s users. The Customer is responsible for the data processed and stored by the Customer in the Services, and for any backup of this data, unless otherwise agreed in writing. Atea will not transfer the Customer’s data to or from the Services. If agreed, such data transfer may be performed by Atea under an transition or termination project, and must in such a case be described in a separate appendix, or be ordered separately.

20.2 PRICE PROVISIONS

If the Customer provides sub-components to the Agreement that are normally provided by Atea on Atea’s performance of its standardised Services to the Customer, and such a sub-component will no longer to be provided by the Customer, the Customer shall inform Atea in good time of this situation in writing. Any such sub-component that is no longer provided by the Customer shall thereafter be provided by Atea and Atea then has the right to adjust its prices for the Agreement in order to provide such sub-component. Atea is not responsible for any disruptions that may arise in the Agreement as a consequence of the Customer failing to inform Atea that the Customer will no longer provide such a sub-component, or if Atea is not notified of the information in good time.

If Atea's performance of a Delivery Agreement for the Customer includes customer-unique costs for the Customer and/or expenses which Atea has paid and/or is continuing to pay, Atea is entitled to request negotiations to adjust the price for the Delivery Agreement, if the total volume ordered by the Customer from Atea and the Delivery Agreement decreases by more than five (5) per cent over a continuous period of three (3) months.

20.3 LIABILITY FOR DEFECTS

Atea’s liability for defects and non-fulfilment of service levels does not include errors or defects caused by the reasons specified below

1. when software updates (operating system, etc.) have not been implemented by the Customer, giving the functionality of the Service cannot be guaranteed,
2. when updates of software or monitoring cannot be automated due to incompatibility with modern tools.

If the Customer fails to fulfil its undertakings as described above and this means that faults or failures cannot be rectified by Atea as agreed, Atea shall not be considered to have failed in its undertaking.

20.4 SECURITY

Atea undertakes to take reasonable measures to ensure that information which is stored and processed within the Services is not disclosed to any unauthorised persons, nor destroyed or corrupted due to sabotage or similar acts. The Customer is required to secure particularly sensitive information.

If the Customer wishes to perform its own IT security test of the Service, then a separate agreement shall be entered.

In the event of any malware attacks, which means a data virus or similar initiated by a third party in order to burden, change, disrupt or threaten to disrupt the Customer’s or Atea’s data or programs, Atea will be liable for the following:

Within a reasonable time after warning of a specific malware attack becomes generally known and the supplier of the relevant software has issued recommendations for appropriate service measures to protect from such attacks, Atea shall install the recommended measures on software provided by Atea within the Agreement, or used by Atea to provide the Agreement. If the installation of the measures recommended by the software supplier may affect the use of the Customer’s software, Atea shall inform the Customer of this. If Atea’s introduction of the measures leads to requirements to change the Customer’s software, the Customer shall be responsible for and pay for such changes. Atea is entitled to take measures which affect the availability of the Service, if this is necessary with respect to any malware attacks that are discovered.

20.5 EARLY TERMINATION

Under the Service, Atea is entitled to undertake maintenance by updating and/or upgrading the Services and their underlying infrastructure. If any such maintenance causes anything more than minor inconvenience to the Customer and its ability to use the Agreement, Atea shall inform the Customer of the maintenance at least six (6) months before it is performed. In the event of such maintenance, the Customer is entitled to terminate the Agreement prematurely, with end date on the day the maintenance starts. Notice of any such premature termination shall be given to Atea no later than three (3) months before the end date.

20.6 SERVICE LEVELS

During one (1) calendar year, Atea applies two (2) fixed periods when changes are not made, to reduce the risk of disruptions, which are scheduled for the summer and Christmas & New Year period, as well as ten (10) service windows when planned maintenance and changes in Atea’s delivery service are performed. Fixed periods and service windows are planned annually by Atea and the Customer is notified of them no later than three (3) months before the period commences. In addition to a planned service window, Atea is entitled at short notice to implement emergency service windows, justified by special reasons such as to address faults that are having or may have an impact on the quality or assurance of Atea’s delivery to the Customer. Any unavailability of the Agreement in connection with service windows is excluded when measuring the service level.

21.1 THE CUSTOMER’S UNDERTAKING

The Customer undertakes to follow Atea's and the manufacturer’s instructions for cleaning, care, environment requirements, etc. of Products.

The Customer shall appoint a contact person who will have agreed competence. When required for the performance of support, the Customer shall make available the documentation provided by the manufacturer concerning the affected Products. The Customer is responsible for providing Atea with correct information regarding the product number, serial number and installation address of all Products covered by the Agreement no later than the start date set out in the Delivery Agreement for the Products in question. In the event of a support case, the Customer shall provide Atea with all the necessary information for Atea to be able to fulfil its undertaking. The Customer shall undertake to state which Product does not function satisfactorily. Atea’s liability shall solely entail the rectification of the Products stated in the appendix(ces) to the Delivery Agreement.

The Customer shall, at its own account, ensure that remote diagnosis is possible, if this is technically possible for the Products in question.

21.2 PRICE PROVISIONS

Atea reserves the right to adjust fees, based on an exchange rate other than the Swedish krona and, at the time of a renewed agreement term, to change the prices to the current exchange rate without prior notification. The comparison rate is the Riksbank’s cross rate one month before the renewal date.

If Atea provides consumables as part of its Service, e.g. toner and ink for printer equipment, Atea reserves the right to adjust prices annually based on reasonable additional costs for such consumables, following which the Customer is still bound by the Agreement.

21.3 TERMS OF PAYMENT

Unless otherwise agreed in the Agreement, invoicing shall take place annually in advance.

21.4 LIABILITY FOR DEFECTS

For software, the concept of “troubleshooting”, or “replacement/repair” means that verified and reproducible errors are reported to the manufacturer for rectification, which can entail a new version in accordance with the manufacturer’s procedures.

If, upon arrival at the installation site, Atea finds that the Products are not available for Atea to fulfil its undertaking, or that recommendations regarding the use of the Product, the setup of the premises, environmental conditions, or other similar recommendation, or that instructions are not followed, the Customer is obliged to compensate Atea in accordance with Atea Price List Professional Services or, if exist, other price list agreed between Atea and the Customer.

22.1 RESPONSIBILITY FOR EQUIPMENT

The Customer is obliged to obtain and pay the premiums for separate comprehensive insurance for financed equipment.

The Parties undertake not to share sensitive information relating to the other Party’s activities to which a Party has had access through the delivery of the Agreement without the written consent of the other Party. Sensitive information means, for example, price information, user accounts, business and occupational secrets, and information protected by legislation or other regulations by which the Party is bound as a consequence of its activities.

The Parties’ confidentiality undertaking and responsibility for secrecy apply for the full term of the Agreement and, without interruption, for a period of five (5) years from the expiry of the Agreement. During this period, a Party may disclose and/or make available sensitive information only if and to the extent that this is necessary for the Party’s fulfilment in accordance with the Agreement, and only to the Party’s employees, advisers or representatives who are directly involved in the performance of the Agreement, and who need the information in question for the Party’s performance of the Agreement. Such permitted disclosure and/or making available may only take place on the condition that the aforementioned persons are and remain legally bound by a written confidentiality undertaking with at least the same level and scope of confidentiality as stated in the Agreement.

Notwithstanding the above, the Parties’ confidentiality undertaking and confidentiality obligation do not include sensitive information that

1. was publicly known at the time of disclosure and/or making available or becomes publicly known after the time of disclosure and/or making available provided that the disclosure/making available in question was not made by the Party in breach of the Agreement;
2. received from a third party who is not bound by a confidentiality undertaking or other restrictions on disclosure and/or making available, and the disclosure/making available has not been made by the Party through a breach of the Agreement,
3. must be disclosed and/or made available by the Party in question in accordance with mandatory law, judgment or ruling by a court, government agency decision or stock exchange regulations.

Atea’s liability for damage under the Agreement is limited to compensation for direct damage. Atea is not responsible for loss of profits, loss of information or data or other indirect damage or loss.

A Party’s liability for damage is per year limited to a maximum of 25 per cent of the annual value of the Delivery Agreement to which the damage relates.

The limitation of liability in this clause does not apply if a Party, or anyone for whom it is responsible, has acted wilfully or negligently, nor for breaches of clauses 13 and 23 above.

If a Party is prevented from fulfilling its undertakings in this Agreement due to circumstances beyond the Party’s control, such as lightning strikes, labour conflicts, conflagration, pandemics, war, or changes in official regulations, or errors or delays in services from subcontractors due to such circumstances ('Force Majeure'), this shall provide grounds for exemption, entailing the postponement of the agreed time of due performance and release from damages and other penalties. A Party affected by a Force Majeure event that affects or might affect the Party’s fulfilment in accordance with the Agreement must immediately notify the other Party of this in writing, stating the background and reason for the current situation, the status and the new, expected time of fulfilment of the undertaking in question. A Party must take reasonable measures to reduce the risk of delay and damage as a result of a Force Majeure event as far as possible.

In the event that a Force Majeure event takes place continuously for at least 90 days, a Party shall be entitled to terminate the Agreement in writing with immediate effect, without any liability for damages or compensation as a result of this.

All amendments and additions to the Agreement shall be made in writing and shall be signed by authorised representatives in order to be valid.

Notifications concerning amendments to or termination of the Agreement shall be given in writing and shall be served via courier, registered letter or e-mail to the other Party. This written notification shall be addressed to the receiving Party’s contact person. Written notifications shall be considered to have been served on the receiving Party’s contact person

1. when delivered by courier: on delivery,
2. when sent by registered letter: two (2) days after delivery to the postal service,
3. when sent by e-mail: on dispatch if the receipt of the e-mail is duly confirmed by the receiving Party’s contact person.

A Party does not have the right to transfer all or parts of the Agreement without having received the other Party’s prior written consent.

The Agreement is governed by Swedish law without application of its rules concerning legal venue.

Any disputes arising from this Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC).

The Arbitration Rules shall apply unless SCC in its discretion determines taking into account the complexity of the case, the amount in dispute and other circumstances, that the Rules for Expedited Arbitration shall apply s. In the first mentioned case above, the Arbitral Tribunal shall be composed of three arbitrators of whom the Parties shall each appoint one arbitrator, who in turn jointly appoint the third arbitrator who will also act as the chair of the Arbitral Board.

The seat of the arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be Swedish. The dispute shall be governed by the substantive law of Sweden.