General Terms — SaaS Services

Human Syntax AB

In these General Terms, the following definitions apply:

“the Agreement” means these General Terms together with applicable Annexes, quote or order confirmation, and any subsequent written agreements between the parties.

“the Customer” means the legal entity that has entered into the Agreement with the Supplier.

“the Supplier” means Human Syntax AB, registration number 559316-1853, Rönnowsgatan 8C, 252 25 Helsingborg, Sweden.

“Personal Data” has the meaning that follows from applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 (GDPR).

“SaaS Service” or “the Service” means the cloud-based software service that the Supplier provides under the Agreement, more closely described in the applicable Annex.

“Subprocessor” means a third party that processes Personal Data on behalf of the Customer under the Supplier’s responsibility.

“Subcontractor” means a third party that the Supplier engages for the performance of the Agreement.

2.1 The Agreement enters into force when the Customer’s authorised representative creates a workspace in the Service and accepts these General Terms and applicable Annexes through electronic acceptance. Creation of a personal Vepino account in the Service does not in itself mean that the Agreement has entered into force.

2.2 The Supplier records and retains the time of acceptance, the version of the terms approved, and account identifier as evidence of the conclusion of the Agreement.

2.3 Annexes constitute integral parts of the Agreement.

2.4 In case of conflict between the documents, the following order of interpretation applies, in descending priority: 1. Individual quote or order confirmation 2. Applicable Annex 3. These General Terms

2.5 Historical versions of the General Terms and Annexes are kept publicly available for reference on the Supplier’s website.

3.1 The Service is described in the applicable Annex.

3.2 The Service is delivered “as is” within the framework of the service levels specified in the applicable Annex. No implied warranties are given beyond those expressly stated in the Agreement.

3.3 The Supplier reserves the right to develop and improve the Service continuously.

3.4 In case of material deterioration of functionality, the Customer is notified in advance and the Customer has the right to terminate the Agreement without cost as of the day the deterioration takes effect.

4.1 The Customer shall provide true and complete information at registration and keep the information up to date.

4.2 The Customer shall use the Service in accordance with the Agreement and applicable Acceptable Use Policy (AUP) as set out in the applicable Annex.

4.3 The Customer is responsible for secure handling of login credentials and user accounts in the Service.

4.4 The Customer is responsible for ensuring that data uploaded to the Service has the necessary rights and does not violate law, third-party rights or the AUP.

4.5 The Customer is responsible for its own IT security, local backups of exported data, and for security in its own organisation’s use of the Service.

5.1 All prices are stated exclusive of value-added tax in Swedish kronor unless otherwise stated.

5.2 Current prices are stated in the applicable price list, Annex or quote.

5.3 Standard payment takes place under one of the following models, which is applicable is set out in the quote or subscription choice:

(a) Invoice with 30 days’ payment terms from the invoice date.

(b) Prepayment by card payment at subscription choice.

5.4 In case of late payment, interest on arrears accrues under the Swedish Interest Act (Räntelagen 1975:635), reasonable reminder fees and any collection costs.

5.5 Index adjustment: The Supplier has the right, no more than once per calendar year, to adjust prices based on the Consumer Price Index (CPI), with at least 30 days’ notice to the Customer. Such adjustment is not a material change of the Agreement and does not constitute grounds for termination.

5.6 Other price adjustments: Other price adjustments are notified to the Customer at least 90 days in advance and give the Customer the right to terminate the Agreement without cost as of the day the adjustment takes effect.

5.7 Usage limitations: Usage limitations are stated in the Customer’s chosen plan, applicable Annex or individual quote.

5.8 Overage: On exceedance of usage caps, charges are automatically applied according to the prevailing price list. The Service is not suspended due to a cap being reached. Charging is communicated to the Customer’s contact or billing manager in connection with invoicing.

6.1 The Supplier may offer a Trial Period of the Service. Specific terms are stated in the applicable Annex or in the information at registration.

6.2 During the Trial Period, limited liability applies — no SLA, no compensation claims for operational disruption, and the Service is delivered as is.

6.3 A Trial Period may only be used once per organisation.

7.1 The Supplier has the right, with immediate effect, to wholly or partly suspend the Customer’s access to the Service in case of:

(a) suspected abuse or security threat,

(b) breach of applicable Acceptable Use Policy,

(c) payment delay exceeding 30 days despite reminder, or

(d) other material breach of the Agreement.

7.2 Suspension under 7.1 does not relieve the Customer of the obligation to pay for the current period.

7.3 The Supplier has the right to delete, isolate or block data that violates the AUP, is illegal, infringes third-party rights or constitutes a security risk. Where possible without increased risk, the Customer shall be notified in advance.

7.4 In case of gross or repeated abuse, the Supplier has the right to terminate the Agreement with immediate effect without refund of prepaid fees.

7.5 Incorrect or unjustified suspension constitutes a breach of the Agreement by the Supplier and is covered by the limitation of liability in §12.

8.1 Monthly plan: The Agreement runs monthly and is automatically extended month by month. Termination takes place when the Customer cancels the subscription in the Service. The Agreement ends at the expiry of the current month. No refund is provided for a commenced month.

8.2 Annual plan: 12-month commitment with discounted monthly price. The Agreement is automatically renewed for 12 months if termination is not given in writing at the latest 30 days before the expiry of the current period.

8.3 By quote: An individual quote may specify a term that takes precedence over the above.

8.4 A party has the right to terminate the Agreement if the other party materially defaults on its undertakings and does not take corrective action within 30 days after written notice.

8.5 Effects on termination of the Agreement: The Customer’s read and export access to data remains 30 days after termination of the Agreement. Total erasure takes place within 90 days of termination of the Agreement, unless continued retention is required by law or otherwise follows from the applicable Data Processing Agreement.

9.1 When the Supplier processes Personal Data on behalf of the Customer, the Data Processing Agreement (Annex C) applies. In case of conflict between the General Terms and Annex C, Annex C takes precedence in matters of personal data processing.

9.2 For the Supplier’s own processing of Personal Data (the Customer’s contact persons, prospects, marketing, etc.), the Supplier’s Privacy Policy published at humansyn.tax applies.

10.1 The parties undertake not to disclose confidential information received within the framework of the Agreement, or use such information for purposes other than performance of the Agreement.

10.2 The confidentiality undertaking does not apply to information that:

(a) is generally known or has become generally known without the receiving party breaching the Agreement,

(b) was known to the party before receipt,

(c) has been obtained from a third party without confidentiality undertaking, or

(d) must be disclosed by reason of law, authority decision or court order.

10.3 The confidentiality undertaking applies during the term of the Agreement and three (3) years after its termination.

11.1 The Supplier’s property: The Service, all underlying software, source code, documentation, trademarks, design elements and methods remain the property of the Supplier. Nothing in the Agreement transfers ownership to the Customer.

11.2 The Customer’s data: The Customer owns all data that the Customer or its users enter into the Service and all material the Customer provides. The Supplier has the right to process the Customer’s data only to the extent required to deliver the Service in accordance with the Agreement and Annex C.

11.3 User licence: During the term of the Agreement, the Customer has a non-exclusive, non-transferable right to use the Service to the extent stated in the chosen plan or quote.

11.4 Feedback: Suggestions, opinions and ideas the Customer shares with the Supplier about the Service may be used freely by the Supplier without compensation, provided that none of the Customer’s confidential information is exposed.

12.1 The Supplier’s total liability for claims arising during a rolling 12-month period is limited to the lower of:

(a) the fees the Customer has paid for the current SaaS Service during the last six (6) months before the event giving rise to the damage, or

(b) five (5) price base amounts under the Swedish Social Insurance Code (Socialförsäkringsbalken 2010:110) at the time of the damage arising.

12.2 The Supplier is not liable for indirect damages, such as loss of profit, loss of business opportunity, loss of goodwill, loss of data beyond what the SLA prescribes, or consequential damages.

12.3 The limitation of liability in 12.1 and 12.2 does not apply in case of intent, gross negligence or material breach of the confidentiality undertaking in §10.

12.4 Claims must be made within a reasonable time and at the latest twelve (12) months after the event giving rise to the claim came to the Customer’s knowledge.

13.1 A party is relieved of liability for failure to perform its undertakings under the Agreement, if the failure is due to circumstances outside the party’s control that materially impede or prevent performance, such as war, pandemic, natural disaster, extensive IT failures, power outages of national scale or similar.

13.2 The party invoking force majeure shall without delay notify the other party.

13.3 If a force majeure condition continues for more than 90 days, either party has the right to terminate the Agreement without compensation obligation.

14.1 The Supplier has the right to engage Subcontractors for the performance of the Agreement. The Supplier is liable for the Subcontractors’ actions as for its own.

14.2 Subprocessors for personal data processing are governed by Annex C with associated subprocessor list.

14.3 Notice on change of Subprocessor and the Customer’s right to object are governed by Annex C.

15.1 The Supplier has the right to name the Customer as a customer in marketing and display the Customer’s logo in undistorted form, for example on a website, in pitch material and in customer lists.

15.2 The Customer may at any time request in writing that reference use cease. The Supplier removes the reference within a reasonable time (target value: 30 days). The Supplier is not obliged to recall material already distributed.

15.3 Specific case studies, quotes or reference interviews always require the Customer’s express written approval.

16.1 Neither party may assign its rights or obligations under the Agreement without the other party’s written approval.

16.2 Exception for the Supplier: Assignment to a group company or in connection with merger, restructuring or acquisition is permitted without the Customer’s approval, provided that the acquiring party assumes the Supplier’s obligations under the Agreement.

17.1 Notices under the Agreement shall be in writing.

17.2 Email to the addresses the parties have stated at registration or in subsequent communication is a valid form.

17.3 Address changes shall be notified to the other party without delay.

18.1 The Supplier has the right to amend the General Terms and Annexes with at least 30 days’ notice to the Customer.

18.2 In case of material deterioration for the Customer, the Customer has the right to terminate the Agreement without cost as of the day the amendment takes effect.

18.3 Use of the Service after the amendment’s entry into force constitutes acceptance of the new terms.

19.1 Swedish law applies to the Agreement.

19.2 Disputes that cannot be resolved amicably are determined by a general court with Helsingborg District Court as first instance.

20.1 Entire agreement: The Agreement with Annexes constitutes the parties’ entire agreement and replaces prior oral and written undertakings on the same matter.

20.2 Partial invalidity: If an individual provision in the Agreement is held invalid, the validity of the other provisions is not affected.

20.3 Amendments and additions to an individual quote shall be in writing to be binding.

20.4 Failure to invoke a right: Failure to invoke a right under the Agreement shall not be interpreted as a waiver of that right.