General Terms and Conditions

Emfas grants to the Customer a non-exclusive, non-transferable right and licence to permit Authorised Users to use the Services specified in the Order Form during the Term in accordance with this Agreement.

The Customer grants to Emfas a non-exclusive licence to use, store, and process Customer Data solely for the purpose of providing the Services to the Customer and complying with Emfas' obligations under this Agreement. Emfas may also use anonymised and aggregated data derived from the Customer’s use of the Services for the purposes of developing or improving the Services, developing new services, or creating reports, provided that such data cannot reasonably be used to identify the Customer or any individual.

Customer is entitled to support via email or Slack during the Term. The support is intended to enable full utilisation of the Services.

Any planned actions that may affect Customer's use of the Services will be notified in advance via email to Customer's provided contact address. Major structural changes are announced at least one week in advance. Minor changes, bug fixes, and feature additions are performed continuously.

Where the Data Act (EU) 2023/2854 applies to the Services, Emfas will comply with applicable Data Portability requirements. Upon Customer's reasonable request and subject to applicable legal requirements, Emfas will provide Customer Data in accordance with Data Portability standards. Emfas may charge reasonable costs for Data Portability services as permitted under applicable law, with such costs to be agreed in advance.

Customer acknowledges that Data Portability functionalities may be subject to technical limitations, security requirements, and applicable legal requirements. Emfas will use commercially reasonable efforts to facilitate Data Portability while maintaining the security and integrity of the Services and protecting other customers' data.

Following termination of the Agreement for cloud switching purposes, Emfas will retain Customer Data for a period of thirty (30) days to facilitate Data Portability, after which Customer Data and Content will be deleted in accordance with Emfas' standard data retention policies, unless otherwise required by applicable law or agreed in writing.

Customer is responsible for obtaining any consents required to permit (a) Customer’s use and receipt of the Services and (b) Customer’s provision of data (including Customer Data) under the Agreement, and Emfas' accessing, storing, and processing of such data in accordance with the Agreement.

Customer will (a) provide Emfas with reasonably necessary cooperation as set out in this Agreement; (b) comply with all applicable laws and regulations with respect to its activities under this Agreement; (c) ensure that its network and systems comply with the relevant specifications provided by Emfas from time to time; and (d) use commercially reasonable efforts to prevent and terminate any unauthorised access to or use of the Services.

Customer will not, and will not allow Authorised Users to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (b) sell, resell, sublicense, transfer, or distribute the Services; (c) access or use the Services in a manner intended to avoid incurring Fees; (d) store, access, publish, disseminate, distribute, or transmit via the Services any material which is illegal or causes damage to the Services; or (e) obtain or attempt to obtain, or assist third parties in obtaining or attempting to obtain, access to the Services other than as provided in this Agreement.

Fees for the Services are set out in the applicable Order Form and are payable in accordance with this Section 5.

Emfas will invoice Customer for the Fees on a monthly recurring basis in advance upon commencement of the Services. Customer will pay Emfas all invoiced amounts within thirty (30) days from the date of invoice. All payments are due in the currency specified in the invoice.

Invoices are sent electronically in accordance with Customer's invoicing details. Customer is responsible for ensuring that the invoice address, invoicing method, and other necessary information are up-to-date and correct.

Emfas may adjust the Fees for the Services annually on or after each anniversary of the Effective Date.

In addition to any adjustment under the preceding Section, Emfas may increase the recurring Fees by seven percent (7%) upon each renewal of the Term, effective as of the first day of each Renewal Term, in line with prevailing technology and software-as-a-service market standards. Such indexation shall apply automatically and shall not require the consent of the Customer, subject to the notice requirement in the following Section.

Emfas may increase the Fees for the next contract period, whether pursuant to a change in Emfas' pricing model or the price indexation set out above, with at least thirty (30) days' prior written notice to Customer. During the current contract period, Fees may be increased immediately if such increase is due to changes in applicable Taxes or regulatory requirements beyond Emfas' reasonable control. Any price increase under this Section will be limited to the actual increase in costs incurred by Emfas due to such circumstances.

Fees may be reduced without prior notice to Customer, but any reduction will only take effect at the next contract period.

Customer is responsible for any Taxes and will pay Emfas for the Services without any reduction for Taxes.

A reminder will be sent via email to the invoice address seven (7) days after the due date. If the invoice remains unpaid after twenty-one (21) days, a reminder will be sent to Customer's postal address. After sixty (60) days, a debt collection invoice will be sent, and after eighty-one (81) days, the case will be forwarded to the Swedish Enforcement Agency. A reminder fee may be added in case of late payment in accordance with applicable law.

If Customer’s payment is overdue, Emfas may charge interest on overdue amounts in accordance with applicable law and suspend the Services until payment is made in full.

If Customer requires a purchase order number on its invoice, Customer will provide such purchase order number in the Order Form. Any terms contained in a purchase order are void.

Except as expressly set forth in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other party's content, materials, or Intellectual Property Rights. As between the parties, Customer retains all Intellectual Property Rights in Customer Data, and Emfas retains all Intellectual Property Rights in the Services.

If Customer provides feedback regarding the Services, Emfas and its Affiliates may use such feedback without restriction and without obligation to Customer.

Each party undertakes not to disclose Confidential Information received from the other party to any third party without the disclosing party’s prior written consent.

Confidential Information does not include information which:

1. (a)is or becomes part of the public domain through no breach of this Agreement;
2. (b)was already in the possession of the receiving party prior to disclosure, as evidenced by the receiving party;
3. (c)is required to be disclosed by the receiving party pursuant to applicable laws, regulations, or orders of a court or public authority; or
4. (d)the receiving party received from a third party who was not bound by a confidentiality obligation in relation to such information.

Emfas may share Confidential Information with its subcontractors, external advisors, and Affiliates, provided that such parties are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.

The confidentiality obligations set forth in this Section 7 shall apply during the Term and for a period of three (3) years thereafter.

Notwithstanding the foregoing confidentiality obligations, Emfas may identify Customer as a customer in its promotional materials.

Each party represents and warrants that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable. Emfas warrants that it will use reasonable care and skill in complying with its obligations under the Agreement.

Except for the Professional Services, Emfas warrants to Customer that (a) the Services will operate in substantial conformity with the specifications set out in the Order Form, (b) Emfas will not intentionally and materially decrease the core functionality of the Services as described in the Order Form, except as necessary for security, legal compliance, or system maintenance purposes with reasonable advance notice to Customer; and (c) Emfas will use commercially reasonable efforts to ensure that the Services, when provided by Emfas, are free of any viruses, malware, or similar malicious code.

Emfas warrants that the Professional Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards, and that the Professional Services will materially conform to the requirements set out in the Order Form.

Customer acknowledges and agrees that it is solely responsible for all Content generated through its use of the Services. Emfas makes no representations or warranties regarding the accuracy, completeness, reliability, or suitability of any Content for any particular purpose. Customer uses Content at its own risk and discretion. Customer is solely responsible for evaluating, verifying, and determining the appropriateness of any Content before use in any business, operational, or other context.

No conditions, warranties, or other terms apply to the provision of the Services unless expressly described in the Agreement. No implied conditions, warranties, or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose, or conformance with description). The Services are provided "as is" and Emfas does not warrant that operation of the Services will be error-free or uninterrupted.

Emfas will indemnify Customer and its Affiliates against any costs, damages, liabilities, losses, or expenses, whether direct or indirect, arising out of or relating to any legal actions, claims, or demands brought against Customer or any Affiliate by a third party alleging that Customer's or an Affiliate's use of the Services constitutes an infringement of the Intellectual Property Rights of a third party.

Customer will indemnify Emfas and its Affiliates against any costs, damages, liabilities, losses, or expenses, whether direct or indirect, arising out of or relating to any legal actions, claims, or demands brought against Emfas or any of its Affiliates arising from (a) any Customer Data or Content; or (b) Customer’s or Authorised Users' use of the Services, including Content, in breach of the Agreement or applicable laws.

Sections 10.1 and 10.2 will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of the Agreement or (b) a combination of the Services with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement.

Any indemnified party must promptly notify the indemnifying party in writing of any claims covered by this Section 10 and cooperate reasonably with the indemnifying party to resolve the claim. The indemnity obligations herein are subject to the indemnified party providing: (a) sufficient notice of the infringement claim; (b) the exclusive right to control and direct the investigation, defence, and settlement of the infringement claim; and (c) all reasonably requested cooperation.

If Emfas reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Emfas may, at its sole option and expense: (a) procure for the Customer the right to continue using the Services; (b) replace or modify the Services to make them non-infringing, provided their performance is not adversely and materially affected; or (c) if neither of the foregoing is possible on reasonable commercial terms, terminate the Agreement, in which case Emfas shall refund to the Customer a pro-rated portion of any prepaid Fees calculated from the date of termination for the terminated Services.

This Section 10 states the parties’ sole and exclusive remedy under the Agreement for any third-party claims of Intellectual Property Rights infringement.

Subject to Section 11.2, neither party will have any liability arising out of or relating to the Agreement for any: (a) loss of profits; (b) loss of anticipated savings; (c) loss of business opportunity; (d) loss of reputation or goodwill; (e) loss of data; or (f) indirect or consequential losses. Emfas is not responsible for and shall have no liability for any outcomes, decisions, or business impacts resulting from Customer's use of Content or recommendations generated through the Services.

Each party’s total aggregate liability for damages arising out of or relating to the Agreement is limited to the Fees paid by Customer under the Agreement during the 12-month period immediately preceding the first event giving rise to liability.

Nothing in the Agreement excludes or limits either party’s liability for: (a) fraud or fraudulent misrepresentation; (b) obligations under Section 10 (Indemnification); (c) infringement of the other party’s Intellectual Property Rights; (d) payment obligations under the Agreement; or (e) matters for which liability cannot be excluded or limited under applicable law.

The Agreement commences on the Effective Date and continues until terminated in accordance with its terms.

Either party may terminate the Agreement immediately if the other party (a) is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice, (b) enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, or is dissolved or otherwise ceases its business operations, (c) becomes subject to insolvency or bankruptcy proceedings and such proceedings are not dismissed within ninety (90) days, or (d) is the subject of an event analogous to the events listed in (b) or (c) above in any jurisdiction.

If the Agreement terminates, then all rights and access to the Services will terminate (including access to Customer Data, if applicable).

If the Agreement or any Order Form is terminated during a Term, any Fees already paid for the Services will not be refunded to Customer, except as otherwise expressly provided in the Agreement or required by applicable law.

Upon expiration of the Initial Term, and upon expiration of each subsequent term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”). The Customer may terminate the Agreement with effect from the end of the then-current term by submitting written notice to its Emfas point of contact, to be received no later than the second to last day of that term. If no such notice is received by the second to last day of the then-current term, the Agreement renews and the Customer is bound for the full twelve (12) month Renewal Term.

Under the Agreement, any notices must be sent to the relevant email address specified in the Order Form. Notice will be deemed received when the email is sent to the correct email address, provided that the sender receives no automated delivery failure notification. Any changes to contact details in the Order Form shall be notified to the other party without undue delay.

Neither party may assign the Agreement without the prior written consent of the other party, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of the Agreement, (b) the assigning party has provided written notice to the other party of the assignment, and (c) if Customer is the assigning party, the assignee is subject to the same data protection and export control laws as Customer or provides equivalent protections.

Neither party will be liable for failure or delay in performance of its obligations under the Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, cyber attacks, terrorism, civil unrest, or war. The affected party must promptly notify the other party of such circumstances and use reasonable efforts to mitigate the impact.

Emfas may engage subcontractors to perform its obligations under the Agreement, but Emfas will remain fully liable to Customer for the performance of any subcontracted obligations and will ensure that such subcontractors are bound by confidentiality and data protection obligations no less restrictive than those set forth in this Agreement.

The Agreement does not create any agency, partnership, or joint venture relationship between the parties.

If any provision of the Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

Except as otherwise expressly provided in the Agreement, any amendment must be in writing, expressly state that it amends the Agreement, and be signed by both parties.

The Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements relating to its subject matter. Neither party has relied on any statement, representation, or warranty not expressly set forth in the Agreement, and neither party will have any remedy based on any such statement, representation, or warranty.

In the event of any conflict among the documents comprising the Agreement, the order of precedence shall be: (a) the Data Processing Agreement (Appendix 1); (b) any applicable addendum; (c) the applicable Order Form; and (d) these General Terms.

This Agreement shall be governed by and construed in accordance with the laws of Sweden.

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 in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.

The arbitral tribunal shall be composed of three (3) arbitrators. The seat of arbitration shall be Stockholm, Sweden, and the language of the arbitral proceedings shall be English.

If there are multiple disputes, controversies, or claims arising out of or in connection with this Agreement or any related document, such matters shall, unless deemed inappropriate by the arbitral tribunal in its sole discretion, be settled within the same arbitration proceedings or by the same arbitrators.

Information concerning any dispute, controversy, or claim arising out of or in connection with this Agreement, including any arbitral award, shall remain confidential, except that a party may disclose such information if necessary to exercise its rights under this Agreement or any arbitral award, or as required by applicable law or regulatory requirements.