These General Terms and Conditions set forth the terms and conditions for Theo's supply of the Services.

In the Agreement, including its appendices, the following below capitalized terms shall have the meanings set forth below, unless otherwise is evident from the context.

"Agreement" means these General Terms and Conditions and the Order Form.

"Customer" has the meaning set forth in the Order Form.

"Customer Data" means all data (including personal data) which the Customer uploads to, stores or processes in the Services, or otherwise provides to Theo within the scope of the Services.

"Confidential Information" has the meaning set forth in Section 9.2.

"Order Form" means the signed order form between Theo and the Customer, in which the commercial details of Theo's provision of the Services are set forth.

"Parties" has the meaning set forth in the Order Form.

"Professional Services" means any consulting, advisory, development or training services provided by or for Theo pursuant to the Agreement.

"Services" has the meaning set forth in the Order Form.

"Service Description” means the service description specifying the Services supplied under the Agreement, set forth in the Order Form.

"Theo" means the supplier Theo AB, reg.no. 559442-5372, as set forth in the Order Form.

3.1 Theo shall supply the Services to the Customer during the term of and in accordance with this Agreement.

3.2 Certain Professional Services are set out in the Order Form and additional Professional Services may be ordered separately.

3.3 The Services shall normally be available at all times (24/7/365). Notwithstanding the foregoing, the Customer acknowledges that Theo may from time to time carry out maintenance and other necessary activities that affect the availability of the Services. Theo will, to the extent practicable, schedule planned maintenance to the extent practicable during weekends and/or outside normal business hours in Sweden.

3.4 Theo undertakes to take reasonable measures to remedy any availability failures without undue delay. The Customer understands and acknowledges that Theo cannot assure the availability of the Services on a continuous or uninterrupted basis and that Theo will not be liable in relation to the Customer for any availability failures of the Services.

3.5 Theo may temporarily suspend or restrict the Customer’s and/or its users’ access to the Services (i) in case of the Customer’s and/or a user’s breach of this Agreement, (ii) in case the supply of the Services causes a risk of more than insignificant damage to Theo, the Customer, other customer or other third party, or (iii) in case of a delay in payment of fees as set forth in Section 8.6 below. The Customer shall be notified of such suspension or restriction of access to the Services.

4.1 Theo grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services in accordance with the terms of the Agreement for its own internal business purposes. The use rights are granted on a named user basis and apply during the term of the Agreement subject to payment of all fees relating to the Services. The Customer is fully liable for all of its users’ use of the Services.

4.2 The Customer may not (i) perform any unauthorized copying or distribution of the Services, user manuals or other materials owned by Theo, and not circumvent or break Theo’s security measures for the Services, (ii) sub-license, rent out, lend out, or otherwise let an unauthorized third party get access to the Services, or (iii) except as is expressly set forth in the Agreement or follows from mandatory legislation, reproduce or in any other way multiply, reverse-engineer or decompile the Services.

5.1 The Customer shall be responsible for control and administration of permission rights in relation to all its users of the Services. The Customer is thereby responsible for (i) the usage of the Services by its users, (ii) ensuring that login credentials for each user are only used by the physical person who is the named user, and (iii) maintaining confidentiality of login credentials, security measures and other information provided by Theo for access to the Services. The Customer shall immediately inform Theo in case any unauthorized person has obtained access to the Services or received knowledge of information referred to in this Section 5.1.

5.2 In addition, the Customer shall:

a. comply with Theo’s instructions and the terms and conditions that apply for the Customer’s usage of the Services;

b. promptly provide such information and take such decisions as are required for Theo to be able to perform its obligations under the Agreement (if any);

c be responsible for all software, hardware and other equipment (including installation of such equipment) that is required for the Customer to use the Services;

d be responsible for (i) all delivery of Customer Data to Theo or its subcontractor(s), (ii) that the Customer Data does not contain any virus, trojans, worms or other malicious software or code, (iii) that the Customer Data is in the agreed format, (iv) that the Customer Data does not infringe any third-party intellectual property rights, and (v) that the Customer Data in no other manner may harm or have a negative impact on Theo, the Services or any third party; and

e. inform Theo of detected intrusions or attempted intrusions that may impact the Services.

5.3 The Customer agrees and acknowledges that in order for the Services to function properly, the Customer must meet the technical requirements regarding hardware, software and other parts of the Customer’s IT environment that Theo may recommend from time to time.

6.1 Theo provides functional and technical support related to the Customer’s access and use of the Service. Any such support shall be provided without any warranty and Theo may determine that a functional or technical issue is beyond the scope of the standard support provided.

6.2 Support will be provided during business hours Monday - Friday, 09.00-15.00 CEST. The support contact information is found at Theo's web page www.theo.ai.

6.3 The platform support is provided free of charge.

6.4 The Customer shall provide all pertinent details required for Theo to investigate the support issue.

The Customer is aware that Theo develops and updates the Service on a continuous and proactive basis, for the purpose of improving the Services for the Customer. This means that Theo may add, change or remove functionality in the Services. Changes that Theo deem to be material shall be communicated to the Customer with reasonable notice. For the avoidance of doubt, a deviation from the terms of this Agreement shall not have occurred if the Services deviate from the Agreement due to Theo’s development, upgrade or other change of the Services.

8.1 Unless otherwise is specified, all prices and fees in this Agreement are stated in EUR, exclusive of value added tax (VAT). Payment shall be received by Theo within fourteen (14) days from the invoice date. Payment of the fees is a condition for the Customer’s right to access and receive the Services under this Agreement. Fees are non-refundable.

8.2 The fees for the Services are set forth in the Order Form. Fees for the Services will, unless otherwise set forth in the Order Form, be invoiced annually in advance (excluding any events causing a change of the fee occurring during a month, which will be adjusted for in the following invoice).

8.3 Professional Services fees are invoiced in accordance with the Order Form or as otherwise agreed.

8.4 The fees for the Services do not include license fees for any collaborative software (third-party software products) which are not part of the Services.

8.5 Fees shall be increased each year by a percentage equal to the annual percentage change in the Swedish consumer price index published by SCB .

8.6 Where the Customer is in delay with any payment, Theo is entitled to late payment interest according to applicable law. Where Theo has requested the Customer in writing to pay an undisputed amount due, Theo may, thirty (30) days after such written request, suspend the Customer’s access to the Services until the Customer has paid the amount, or terminate the Agreement in whole or in part.

9.1 Each Party undertakes not to disclose, without the other Party's consent, to any third party Confidential Information, which the Party has received from the other Party or otherwise in connection with performance of the Agreement. A Party may only (i) use Confidential Information which has been received from the other Party for the purpose of fulfilling its obligations according to the Agreement, and (ii) allow authorized employees who need access to the Confidential Information in order for the Party to fulfil this Agreement to have access to the Confidential Information.

9.2 For the purposes of this Agreement, “Confidential Information” shall mean information of a technical, commercial or other nature, which by its nature reasonably shall be considered to be confidential information, or which the Party has specifically stated to be confidential, and information which is confidential according to law, including but not limited to Customer Data and Theo’s source code and user documentation in relation to the Services.

9.3 The confidentiality obligations shall not apply in relation to information which a Party can demonstrate has become known to the Party otherwise than through the performance of the Agreement, or which is generally known. The confidentiality obligations shall also not apply when a Party is obliged, under law, governmental decision or applicable stock exchange rules, to disclose information. Each Party shall be obliged to ensure that its employees, subcontractors and other parties who may receive access to the other Party’s Confidential Information maintains confidentiality thereof by execution of written secrecy undertakings.

9.4 The confidentiality obligations in relation to Confidential Information shall apply during the term of the Agreement and for a time period of five (5) years after its termination or expiry.

10.1 The Customer hereby expressly understands and agrees that the Customer’s use of the Services is at the Customer’s sole risk on an “as is” and “as available” basis with any faults and failings and without any representation, warranty or guarantee express or implied including without limitation any implied warranty of completeness, quality, merchantability, fitness for a particular purpose or non-infringement. Except as may be explicitly stated in this Agreement Theo expressly disclaims all warranties of any kind whether express or implied.

10.2 The Professional Services will be performed in a competent and workmanlike manner. However, Theo does not provide any legal, financial, business, or any other professional advice. Theo has not validated, and is not responsible for, any information or services provided by third parties. Theo expressly disclaims any claims arising from representations, whether express or implied, or reliance upon any representations made regarding our recommendations or information supplied to Customer.

The Customer’s use of the Services may result in Theo processing personal data on behalf of the Customer. The Parties have therefore entered into a separate data processing agreement.

12.1 Each Party shall be the owner of its respective pre-existing copyrights, design rights, patents, patent applications, database rights, trademarks, and other intellectual property rights. Theo and/or its licensor(s) are the owners of all rights to the Services. The Customer is granted a time-limited right of use to the Services in accordance with what is set forth in Section 4 above.

12.2 Theo is granted a limited license to use the Customer’s pre-existing intellectual property rights as necessary to provide the Services. Theo is also granted a right to use the Customer’s name and/or logotype in marketing activities in accordance with good market practice.

12.3 Any label or information regarding trademark, patent, copyright or any other intellectual property right which is set out in the Services, or documentation provided in connection therewith, may not be removed, concealed, altered or in any other way amended.

12.4 The Customer is the owner of the Customer Data. Theo may only use the Customer Data to the extent necessary for Theo to be able to provide the Services and for the purpose of developing and/or improving the Services, functionalities and features of the Services. Theo shall own and be entitled to use, analyse and commercially exploit any data derived from the Customer Data, such as, but not limited to, use habits, patterns, meta data, geographical deviations or trends, results of the Customer’s use etc. provided any such data is anonymized prior to being made public. The Customer is liable for ensuring that the Customer has the full legal rights to submit the Customer Data to Theo and allow Theo to use it in accordance with the Agreement.

13.1 This Agreement enters into force upon the signature by both Parties and shall apply for an initial period of twelve (12) months. Unless terminated by either Party in writing at least three (3) months prior to the expiry of the initial twelve (12) month period, the Agreement shall automatically renew for successive fixed terms of twelve (12) months each unless terminated by written notice at least three (3) months prior to each consecutive anniversary date hereof.

13.2 Each Party has the right to terminate the Agreement in whole or in part with immediate effect by written notice to the other Party, if the other Party:

a. commits a material breach of its obligations under the Agreement and does not remedy such material breach within thirty (30) days from the first Party’s written notice hereof (provided that such remedy is possible); or

b. is declared bankrupt, initiates composition negotiations, is subject to a company reorganisation or otherwise reasonably can be presumed to be insolvent.

13.3 Upon the termination or expiry of this Agreement:

a. the Customer’s use rights to the Services will expire;

b. the Customer shall immediately pay all outstanding fees and other compensation; and

c. Theo shall return or erase (as instructed by the Customer) and cease processing, all Customer Data. If returned, the Customer Data shall be returned through a method and format determined by Theo (e.g. enabling the Customer Data to be downloaded). The Customer Data will be erased by Theo at the earliest fifteen (15) and at the latest thirty (30) days after the termination or expiry of the Agreement.

13.4 The terms in this Agreement which obviously are intended to apply also after the termination or expiry of this Agreement, shall survive the termination or expiry of this Agreement irrespective of cause.

14.1 Each Party’s aggregate and total liability under this Agreement shall, unless otherwise set forth in this Section 14, be limited to fifty (50) per cent of the fees paid for the Services by the Customer during the twelve (12) months preceding the event causing the liability.

14.2 Neither Party shall be liable for loss of profit or other indirect damage or loss such as any loss of business, income, goodwill, data, contracts or opportunity. Neither does the liability include the other Party’s liability towards a third party.

14.3 The limitations of liability set forth in this Section 14 shall not apply in relation to the Customer’s payment obligations, personal injury, or liability under Sections 9 or 12 or in case of wilful misconduct or gross negligence.

14.4 A Party shall, in order to retain its rights to claim damages, present claims for damages to the other Party at the latest six (6) months from the occurrence of the damage event.

If a Party is prevented from performing its obligations under this Agreement due to circumstances beyond the Party’s control and which the Party could not reasonably have foreseen or prevented, such as lightning, labour conflicts, fire, natural disaster, pandemic, changed governmental regulations, intervention by public authorities, and any defect or delay in services provided by subcontractors due to such circumstances, this shall be considered a force majeure event which to the extent necessary shall result in a postponement of the contractual obligations and release from damages and other possible sanctions. Where the performance of the Agreement is materially restricted for more than two (2) months as a result of a force majeure event, each Party shall be entitled to terminate the Agreement in writing in whole or in part without incurring any liability in damages.

16.1 This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and supersedes all previous written or oral representations, agreements and understandings between the parties, whether expressed or implied.

16.2 All amendments and supplements to this Agreement shall, unless otherwise set forth, be made in writing and be signed by authorized representatives of each Party in order to be valid.

16.3 The Customer and Theo enter into this Agreement on a non-exclusive basis as independent parties. Nothing contained in this Agreement shall be construed to create any employment, partnership, joint ventures or other legal relationship between the Parties and their respective consultants.

16.4 A Party may not assign or transfer its rights or obligations under this Agreement without the other Party’s prior written approval. Theo may however assign the rights to receive payments without the Customer’s approval.

16.5 A Party's untimely exercise of, or failure to exercise, any right, or untimely complaint, or failure to complain, regarding any circumstance, shall not entail that the Party has forfeited its rights in such respect unless otherwise is set out in this Agreement.

16.6 In the event any provision of the Agreement is held to be invalid in whole or in part or unenforceable, the remainder of the provision, as well as all other provisions of the Agreement shall remain in force.

17.1 This Agreement shall be governed and construed in all respects in accordance with the substantive laws of Sweden without regard to its principles governing conflicts of laws.

17.2 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 Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language of the arbitral proceedings shall be Swedish or English.