General Terms

1. Introduction

1.1 These General Terms shall apply to the Services provided by Supplier.

1.2 Supplier and Customer have agreed that Customer shall purchase certain services regarding answering and customer services and thereto service desk related services from Supplier (the “Services”).

1.3 The agreement regarding Customer’s purchase of the Services together with these General Terms set out the entire agreement between Supplier and Customer regarding Customer’s purchase of, and Supplier’s delivery of, the Services (the “Agreement”).

1.4 To the extent the Parties have explicitly in writing agreed upon deviations from these General Terms, such deviations shall prevail.

2. Supplier’s General Obligations

2.1 Supplier shall deliver the Services to Customer as set out in each statement of work, using suitably skilled personnel, in a workmanlike manner and in compliance with all applicable laws and standards to the Services.

3. Customer’s General Obligations

3.1 Customer is responsible for ensuring that Supplier has been provided with all the necessary information and relevant preconditions to be able to carry out the Services under the Agreement.

4. Equipment necesserary to deliver the services

4.1 Supplier will inform Customer of the necessary equipment, including technical requirements, Customer needs to have in order for Supplier to be able to deliver the Services under the Agreement.

4.2 Where Supplier needs to connect to Customer’s platform in order to deliver the Services, Supplier may be required to install certain hardware and/or software at Customer’s premises. Customer is responsible for ensuring that Customer has the necessary licenses to allow Supplier to connect to Customer’s platform or equipment, as and to the extent applicable.

4.3 In the event that Supplier licenses third party software on behalf of Customer, Customer is granted a limited, non-exclusive right to use such software for the purpose of Customer’s use of the Services. The third party’s licence terms for the relevant software shall apply towards Customer (which shall have precedence in relation to this Agreement) in respect of Customer’s use of such software.

4.4 Hardware installed at Customer’s premises shall remain the property of Supplier and may only be used by Customer for the purpose and to the extent required to use the Services. Customer undertakes not to remove and to handle such hardware carefully.

5. Connection

5.1 Customer is responsible for Customer’s own equipment, such as connections and subscriptions, necessary for the connection to Supplier’s production platform.

5.2 Customer is responsible for ensuring that Customer’s own equipment is of sufficient quality to enable delivery of the Services under the Agreement. Customer shall only connect and use equipment which has been registered with the Swedish Post and Telecom Authority or that may be connected to publicly available telecommunications network for connection to Supplier’s production platform.

6. Intellectual Property Rights

6.1 All pre-existing Intellectual Property Rights shall remain the property of respective Party. “Intellectual Property Rights” means, without limitations, all inventions, patents, trademarks, domain names, trade names, designs, copyrights (including copyrights in software), neighbouring rights and database rights, confidential and proprietary information including trade secrets, know-how, and any other rights of a similar kind, whether registrable or not, including applications for the registration of such rights.

6.2 Nothing in this Agreement shall constitute or be construed as a transfer of ownership of any of the Parties’ Intellectual Property or to otherwise give a Party any proprietary rights to the other Party’s Intellectual Property.

7. Update of information and volume amendments

7.1 Upon the start date of the Agreement, Customer shall provide Supplier with information regarding which part or parts of Customer’s organisation the Services shall be provided to. Customer may at any time during the term of the Agreement update such information via the software made available to Customer in the Customer portal on Supplier’s website or as otherwise specified by Supplier.

7.2 Supplier hereby grants Customer the right to use the software as instructed by Supplier from time to time for the purpose of continuously updating the register during the term of the Agreement.

7.3 Customer shall inform Supplier of any changes in its organisation, marketing activities or similar may have a significant impact on incoming volumes to Supplier.

8. Pricing and Payment

8.1 Unless otherwise explicitly agreed, all prices are provided in SEK and exclusive of VAT. Supplier shall have the right to charge an invoicing fee.

8.2 Supplier will invoice Customer in accordance with Supplier’s applicable rates from time to time. All fixed rates shall be paid in advance and montly flexible rates shall be paid in arrears. Any implementation fees, as applicable, are charged in connection to the start of such implementation project.

8.3 Payments shall be made no later than 14 days after the date of the invoice. If payment is not made within due time, Supplier shall have the right to charge an interest fee, as well as a reminder fee and collection fee in accordance with applicable legislation and any other fees that Supplier is entitled to under applicable legislation. Supplier shall also have the right to, without affecting Customer’s payment obligation, suspend the Services until full payment has been received, and to demand prepayment of any future Services.

8.4 Supplier shall be entitled to assign the claim for any due payments from Customer to a third party, by reason of, including but not limited to, factoring.

8.5 Supplier shall be entitled to carry out continuous credit checks on Customer and, if the Supplier deems it justified, to demand payment in advance.

8.6 If any payments are more than 30 days late, Customer shall be considered to be in a material breach of the Agreement, entitling Supplier to terminate the Agreement with immediate effect.

8.7 Supplier may adjust the fees for the Services due to, for example, increased costs or inflation. In such cases, Supplier shall inform Customer at least 30 days before such price increase takes effect. If Customer does not accept such adjustment, Customer shall have the right to terminate the Agreement in accordance with Section 14.1. During the notice period, Customer will be charged in accordance with the previously agreed fees.

9. Defects

9.1 In the event that Supplier has not performed the Services in accordance with its obligations under the Agreement (“Defect“), Supplier shall remedy such Defect without undue delay, unless such remedification entails an inconvenience and/or costs for Supplier which are unreasonably high in relation to the significance of the Defect to Customer. If Supplier fails to remedy the Defect, Customer shall be entitled to a reasonable price reduction for the defective Services. Such price reduction shall not exceed 15% of the monthly service fees.

9.2 In order to be entitled to remedification or price reduction in accordance with Section 9.1, Customer shall submit a written notification to Supplier within 30 days from the time when Customer detected or reasonably should have detected the defect, and in no event later than the due date of the the invoice of the defect Service(s).

10. Network traffic

10.1 The access point for all telephony and data communications is Supplier’s production unit. Supplier is not responsible for the following circumstances and disturbances which are beyond Supplier’s control, or for any failure of the Services resulting from:

(i) the availability of the public telecommunications network, other operators’ telecommunications networks and the internet;

(ii) congestion problems due to heavy network traffic at certain periods of time; or

(iii) impact on the performance of the Services resulting from conditions issued by third party operators (such as GSM, ISPs) to which Customer is itself connected and which are used in connection with the Services.

10.2 Supplier shall endeavour to reduce the impact of the disturbances listed in Section 10.1 and, where possible without incurring significant inconvenience and costs for Supplier, inform Customer of any general changes in third party operators’ terms and conditions and known operational disruptions that are generally known from time to time.

11. Force Majeure

11.1 Neither Party shall be liable for breach of contract to the extent that the breach is caused by an event which hinders the performance of the non-performing Party’s obligations, is beyond the reasonable control of the non-performing Party, could reasonably not have been foreseen and could not have been prevented by commercially reasonable precautions, such as lightning, labour disputes (including strikes and lockout), fire, amended legislation and regulations from authorities, as well as defect or delay in services provided by sub-contractors due to such circumstances. In such event, the non-peforming Party’s obligations may be postponed until the impediment no longer exists or can reasonably be overcome (“Force Majeure”).

11.2 The Party suffering from a force majeure event shall without undue delay notify the other Party of such circumstances and provide a reasonable estimate of the expected duration of such non-performance.

12. Limitation of liability

12.1 Supplier shall not be liable for any damages due to events on Customer’s side or events which are outside of Supplier’s control. Supplier is not liable for damage due to Customer’s breach of the Agreement.

12.1 Supplier’s liability is limited to damages arising from gross negligence or willful misconduct. Supplier is not liable for indirect losses, including but not limited to, loss of profit, anticipated savings, revenue or goodwill.

13. Personal Data

13.1 When processing personal data under the Agreement, Supplier is a data processor in relation to Customer. The processing of personal data is subject to with Appendix 1 (Data Processing Agreement). Upon termination of the Agreement, Supplier shall have the right to keep data containing personal data, where such data is de-identified.

14. Term and early Termination

14.1 Unless otherwise agreed, the Agreement shall remain in force until terminated by either Party by providing at least 3 months’ written notice.

14.2 Each Party may terminate this Agreement in writing with immediate effect if the other Party a) is in material breach of this Agreement and such breach has not been cured within 30 days of written notification from the Party invoking this section, or b) has taken general measures to cease payment of its debts, initiated negotiations for a general agreement with its creditors, been subject to an application for bankruptcy proceedings or enters into composition, reorganisation or similar arrangements with its creditors or ceases to carry on business or is wound up or goes into liquidation or has a receiver appointed for all or any part of its assets.

14.3 Supplier may terminate the Agreement with immediate effect due to missing payment in accordance with Section 8.6.

14.4 Customer may terminate the Agreement with immediate effect due to such material change of the Services or these General Terms as referred to in Section 18.1.

15. Obligations upon termination

15.1 Upon termination of the Agreement, Customer shall return any equipment belonging to Supplier and reprogramme its infrastructure to ensure that no matters are forwarded to Supplier.

15.2 If Customer does not fulfil its obligations in Section 15.1, Supplier shall have the right to charge Customer for the equipment belonging to Supplier that Customer has in its possesion and for matters that are forwarded or automatically or manually connected to Supplier’s connection number.

15.3 Upon termintation of the Agreement, Supplier shall, upon Customer’s request, return to Customer or delete any information that belongs to Customer (e.g. confidential information, information regarding Customer’s customers, personal data that Supplier processes on behalf of Customer, etc) that Supplier has received when delivering the Services.

16. Confidentiality

16.1 Each Party undertakes during the term of the Agreement and 3 years thereafter to not without the disclosing Party’s prior written consent disclose information which constitute trade secrets or know-how or otherwise amounts to a trade secret or is subject to confidentiality according to law. Information that the disclosing Party has labelled as confidential shall always constitute trade secret, unless otherwise stipulated in legislation.

16.2 The Parties shall ensure that a confidentiality undertaking is in place in relation to its affiliates, consultants, sub-contractors, employees, advisors and other agents and that such undertaking is sufficient to fulfil the obligation in Section 16.1.

17. Information Security

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

18. Changes to services and general terms

18.1 Supplier has the right to develop and change the Services delivered under the Agreement from time to time. Supplier shall notify Customer of any changes to the Services at least 30 days prior to such changes enter into force. If such change has a material negative impact on Customer’s use of the Services, Customer shall have the right to terminate the Agreement with immediate effect.

18.2 These General Terms are valid until further notice. Changes to these General Terms are published on RespondaGroup.se at least 30 days prior to such change entering into force. If Customer does not accept the changes, Customer shall notify Supplier of such prior to such charges entering into force. If Supplier has not received such notice when the changes enter into force, the changes shall apply to Customer.

19. Marketing

19.1 Customer hereby authorises Supplier to mention in the sales process to potential new customers that Customer is a customer of Supplier. Supplier may not use Customer’s trademark or other logos without Customer’s prior written consent.

20. Transfer of personnel

20.1 Nothing in the Agreement shall constitute such a transfer of an undertaking or business or part of an undertaking or business as referred to in the Swedish Employment Protection Act [lag (1982:80) om anställningsskydd].

20.2 If the Agreement should constitute such a transfer as referred to in Section 20.1, and thus an obligation to transfer all personnel from Customer to Supplier arises, all costs in connection thereto shall be on the expense of Customer. If applicable, the terms governing such transfers shall be agreed in writing by the Parties.

21. Notices

21.1 Notices regarding termination and other notices under the Agreement shall be in writing and sent by e-mail to the other Party’s addresses as set out in the Agreement. The sender is responsible for supplying a correct e-mail address.

22. Assignment of rights or obligations under the agreement

22.1 Supplier may assign its rights or obligations under the Agreement a legal entity that, directly or indirectly, controls, is controlled by or is under common control with Supplier, or to a third party if Supplier or part thereof is divested.

22.2 Customer may not assign its rights or obligations under the Agreement without the prior written approval of Supplier.

23. Use of sub-contractors

23.1 Supplier may engage sub-contractors for the performance of Supplier’s obligations under this Agreement. Supplier remains fully liable for the performance of its sub-contractors as for its own performance, as had Supplier itself acted or omitted to act.

24. Governing law and dispute resolution

24.1 The Agreement shall be governed by and construed in accordance with the substantive law of Sweden, excluding applicable conflicts of law rules.

24.2 Any dispute arising out of or in connection with this Agreement, shall be finally settled by general courts with Stockholm District Court as the court of first instance.

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