Terms and conditions

1. PRELIMINARY PROVISIONS

1.1 These General Partner Terms and Conditions (”Terms and conditions”) applies to collaborations between Responda Group AB (”Responda”) with affiliated group companies and Respondas” partners ("Partner”).

1.2 In the event that Responda and the Partner have agreed in writing on terms that deviate from these General Terms and Conditions in the partnership agreement, such specific written agreement shall take precedence.

2. THE COLLABORATION

2.1 The parties shall faithfully cooperate with the aim of strengthening each company's competitiveness.

2.2 Cooperation between the Parties (”The partnership”) includes the Partner's brokering of Responda's Services (defined in item 3.2.2 below), (”Mediation service”).

2.3 Under the Partnership, the Parties shall perform the Services and cooperate in accordance with what is specifically set out in Appendix 1 (Partner Programme) as well as other obligations set out in these General Terms and Conditions.

3. INTERMEDIATION SERVICE

3.1 Partner's commitments

3.1.1 Brokerage service means that the Partner shall refer, broker and sell Responda as a provider of services regarding customer and answering services and for related services to customers in accordance with the price list applicable at any given time. The terms and conditions for the Brokerage Service are regulated in further detail in Appendix 1 (Partner Programme).

3.1.2 The Partner shall market and recommend Responda as a supplier to the Partner's customers and potential customers, and cooperate with Responda during the sales process.

3.1.4 If Responda exercises its right to decline requests in accordance with section 3.2.3 below, the Partner has the right to procure another supplier to provide corresponding services regarding response and customer service.

3.2 Responda's commitment

3.2.1 Responda shall invoice the Partner in accordance with item 9.1 below and in accordance with the agreed price list in the Partner Programme, see Appendix 1. The Partner is responsible for onward invoicing to the end customer.

3.2.2 Responda shall act as a provider of response and customer service (”Respondas Services”) towards customers when the Partner fulfils its obligations under point 3.1.1.

3.2.3 For the sake of clarity, clause 3.2.2 does not impose any obligation on Responda to undertake supplier obligations. Responda reserves the right to refuse requests from the Partner.

3.2.4 For the avoidance of doubt, the services provided by Responda in its capacity as a supplier are regulated in their entirety by the Partner Price List Annex 1.

4. OTHER COMMITMENTS

4.1 The Partner shall ensure that relevant personnel of the Partner undergo training provided by Responda in accordance with the training plan in Appendix 1 (Partner Programme).

4.2 Responda shall support the Partner in the form of marketing support such as product sheets, presentations, etc.

5. MARKETING

5.1 Throughout the term of the Partnership, the Partner shall market Responda’s Services in connection with the provision of the Brokerage Services and in accordance with Responda’s reasonable instructions from time to time. It must be made clear in all respects that it is Responda that provides the services, and all marketing must bear Responda’s brand, which must be approved by Responda before any marketing takes place.

5.2 The partner shall display Responda's logo on its website with a clickable link to Responda's website.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Each Party shall retain ownership of all its intellectual property rights. Nothing in these General Terms and Conditions shall be construed as a licence or assignment of intellectual property rights between the Parties. Intellectual property rights means, without limitation, all know-how, trade secrets, copyrights, database rights, software, business concepts, training materials, trademarks, brand names, domain names, company names, logos and other rights of a similar nature, whether registered or not, including applications for the registration of such rights.

6.2 Each Party shall have the right during the term of the agreement to use the other Party's trade mark and service names in connection with the performance of the Services and in accordance with the detailed instructions issued from time to time by the other Party in accordance with item 5.1.

6.3 Each Party shall without undue delay notify the other Party in the event of suspected or actual infringement of the other Party's intellectual property rights.

7. DUTY OF CONFIDENTIALITY AND SECRECY

7.1 The Parties undertake not to improperly disclose any information to, inter alia, any third party, end-customer, reseller of the production platform, products, prices and services, or relationships in relation to other companies and/or individuals.

7.2 ”Unauthorised disclosure” means communicating information orally, in writing or by any other means without the express consent of the company or person to whom the information relates. The term ”third party” refers both to individuals who, whether due to their employment or for any other reason, are not entitled to access certain information, and to companies that do not have an explicit contract or other agreement entitling them to access certain information.

7.3 The Parties undertake not to disclose any confidential information held by the Parties, whether verbally, through the disclosure of documents or by any other means, and not to make use of such information. The Parties shall enter into agreements with their employees to ensure a level of protection regarding confidentiality and professional secrecy equivalent to that set out in this section. The Parties are responsible for ensuring that documents, whether received or drawn up by the Parties, are stored in such a way that the information is not accessible to unauthorised persons.

7.4 If a party breaches the duty of confidentiality and/or professional secrecy set out in this section, the other party shall be entitled to terminate the partnership agreement in accordance with clause 10.1 and/or shall be entitled to damages.

8. LIABILITY AND WARRANTIES

8.1 Unless otherwise expressly stated, a Party's liability is limited to damage caused by intent or gross negligence. A Party is not liable for loss of profit or other indirect damage, including but not limited to loss of data or impaired goodwill.

8.2 A Party shall not be liable for any loss arising as a result of circumstances attributable to the Partner or circumstances beyond Responda’s control. Nor shall Responda be liable for any loss arising from the Partner’s failure to comply with the Partner Agreement or these General Terms and Conditions.

8.3 The Partner shall compensate Responda for loss of profit if the Partner breaches its obligation under item 3.1.1 by, for example, referring customers to other suppliers that provide answering and customer service.

8.4 Responda shall be solely and fully responsible for the provision of Responda's Services to the customers introduced by the Partner.

8.5 The Partner undertakes not to refer, broker or sell customer and response services and related services to other suppliers offering similar services.

8.6 The Partner warrants that it is free from any tax liabilities, that it will not incur any tax liabilities during the term of the agreement, and that it is not, and will not become, subject to a ban on conducting business during the term of the agreement.

9. PRICES & PAYMENT TERMS

9.1 The prices stated by the Supplier are exclusive of value added tax in SEK unless explicitly stated otherwise. The Supplier is entitled to charge an invoicing fee.

9.2 Invoicing shall take place in accordance with the Supplier’s price list in force at any given time, see Appendix 1 Partner Programme. Fixed monthly costs shall be paid in advance and monthly variable prices in arrears. Set-up fees shall be invoiced in connection with the start of the project.

9.3 Payment shall be made no later than 14 days from the invoice date. If payment is not received by the Supplier no later than the due date stated on the invoice, the Supplier shall be entitled to penalty interest in accordance with the applicable Interest Act, statutory reminder and collection fees, as well as any other statutory fees. Furthermore, without prejudice to the Customer's liability to pay for the Services, the Supplier shall be entitled to cease supplying the Services until full payment has been made, and to demand prepayment for future supplies of the Services.

9.4 The Supplier shall have the right to assign claims against the Partner to a third party for reasons including, but not limited to, factoring.

9.5 The Supplier has the right to continuously carry out credit checks regarding the Partner and, if the Supplier finds it justified, to demand advance payment.

9.6 Payment delayed by more than 30 days shall always be deemed to be a material breach of contract entitling the Supplier to terminate the Agreement with immediate effect.

9.7 Responda has the right once per year (as of 1 January) to implement price adjustments due to increased costs, efficiency improvements and/or inflation. This means an annual adjustment to the Partner's cost price, see Appendix 1, Partner Programme, for existing and new customers. Responda must inform the Partner no later than 30 days before such a price increase comes into effect.

10. EARLY TERMINATION

10.1 Vardera Part reserves the right to terminate the partner agreement with immediate effect if:

I. the other Party materially breaches its obligations under the partnership agreement or these General Terms and Conditions, which is not fully rectified within 14 days of a written notice;

II. the second Party repeatedly breaches its obligations under the partner agreement or these General Terms and Conditions, where such repeated breach collectively constitutes a material breach of the obligations under the partner agreement or these General Terms and Conditions; or if

III. the other Party is declared bankrupt, enters into composition proceedings, goes into liquidation or can otherwise be assumed to have become insolvent.

10.2 As a material breach of obligations shall, in addition to material breaches of contract, also be considered the use of illegal or unethical sales methods, non-compliance with Responda's guidelines respondagroup.se/allmanna-villkor-partners-operatorer/, use of intellectual property in breach of the agreement, and actions or omissions that damage trust in the other Party.

10.3 In addition to what is stipulated in item 10.1, Responda has the right to terminate the partner agreement with immediate effect if:

I. there is a significant change in the Partner's ownership structure; or if

II. The Partner alters the focus of its operations in a way that substantially undermines the conditions for continued trusting cooperation.

11. OBLIGATIONS UPON TERMINATION OF THE AGREEMENT

11.1 Upon termination of the partnership agreement, the Parties shall delete and return such information belonging to the other Party that the Parties have received as a result of the partnership agreement or these General Terms and Conditions, including but not limited to confidential information and information concerning the other Party's customers with whom the Party has not entered into a separate agreement.

12. FORCE MAJEURE

12.1 A party that is prevented from fulfilling its obligations under the partnership agreement or these General Terms and Conditions due to unforeseen circumstances beyond the control of the party, such as war, riots, insurrection or similar events, strikes, natural disasters, government action, power outages or other circumstances beyond the party's control, which the party could not reasonably have been expected to foresee and the consequences of which the party could not reasonably have avoided or overcome, as well as delayed delivery from a subcontractor caused by such circumstances, shall constitute

ground for exemption resulting in relief from damages and other sanctions (”Force Major”).

12.2 A Party invoking Force Majeure shall notify the other Party thereof without delay, describing the circumstances and stating when the circumstances are expected to cease.

13 INFORMATION SECURITY

13.1 Each Party shall be responsible for having implemented necessary technical and organisational measures in its respective IT equipment, systems and platforms to ensure that an adequate level of protection for the information therein is achieved and maintained.

13.2 The Partner shall be responsible for ensuring that any codes, identities, passwords or similar provided by Responda are stored and used in a secure and reliable manner.

14. PERSONAL DATA

14.1 Each party is responsible for the processing of personal data that takes place within the framework of the partner collaboration.

15. TRANSFER OF RIGHTS AND OBLIGATIONS

Responda has the right to freely assign its rights and obligations under the partner agreement or these General Terms and Conditions to companies within its own group as well as to a third party in connection with a transfer of all or parts of Responda's business operations.

15.2 The Partner shall not be entitled to assign, in whole or in part, its rights and obligations under the Partnership Agreement or these General Terms and Conditions without Responda's prior written consent.

16. AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS

16.1 These General Terms and Conditions apply until further notice. Changes to the General Terms and Conditions will be published on respondagroup.se/allmanna-villkor-partners-operatorer/ no later than 30 days before the change takes effect.

In the event that the Partner objects to the amendment, notification to this effect must be received by Responda before the amendments enter into force. In the event that no such notification has reached Responda by the time the amendments enter into force, they shall be binding upon the Partner.

17. MESSAGES

17.1 Termination and other notices in respect of the partner agreement or these General terms and conditions shall be made in writing by email to the email addresses stated in the partner agreement. The sender of notices

in connection with the partner agreement or these General Conditions is responsible for ensuring that the email address specified to the recipient is correct.

17.2 The Parties shall each appoint a contact person who is responsible for day-to-day communication between the Parties. Each Party is responsible for providing current and correct contact details for such appointed contact person throughout the term of the agreement.

18. APPLICABLE LAW AND DISPUTE RESOLUTION

Swedish law, without the application of its conflict of law rules, shall apply to the partnership agreement and these General Terms and Conditions.

18.2 Any dispute arising in connection with the partnership agreement or these General Conditions shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC) under its Rules for Expedited Arbitrations. The arbitration proceedings shall take place at the venue deemed appropriate by the claimant.