1.      Terms and the Services

1.1.     Logwise AB (“Logwise”) provides certain services, in particular consisting of web-based IT services that aim to securely and easily handle the Logwise customer’s (“Customer”) insider list, which services are provided by Logwise via its site(s) pursuant to what is thereby shown in more detail (the “Service(s)”). By accessing or using our Services, the Customer is agreeing to these terms. The Services vary, so sometimes additional terms may apply, which will be available with the relevant Services and those additional terms become part of the Customer’s agreement with Logwise if the Customer uses those Services.

2.      General about the Services

2.1.     Logwise strives for the Services to be available to Customers 24 hours a day with minimum 99% availability.

2.2.     Logwise intends to continuously develop and update the Services and to offer the Customer such updates of the Services without additional cost.

2.3.     Logwise may, without prior notice to the Customer, make changes to the Services, which reasonably do not cause inconvenience to the Customer.

2.4.     Logwise may engage a subcontractor for the performance of the Services and other obligations under this agreement.

3.      The Customer’s use of the Services

3.1.     The Customer gets a non-exclusive right to use the Services in its business.

3.2.     The Customer is responsible for specifying its users and their access levels. The Customer is responsible for such users’ use of the Services.

3.3.     The Customer is responsible, and shall indemnify Logwise, for the Customer’s tasks that are handled within the Services do not infringe on the rights of third parties or otherwise conflict with applicable legislation.

3.4.     The Customer is responsible for ensuring that the Customer and its users have the equipment and software required for the use of the Services.

3.5.     The Customer is responsible for ensuring that login information is handled with the utmost confidentiality and accuracy. The Customer is also responsible for ensuring that security regulations and other information provided by Logwise for access to the Services are handled with the utmost confidentiality and accuracy. The Customer shall immediately notify Logwise in case unauthorized persons have gained knowledge of information pursuant to this clause.

3.6.     Logwise cannot be held responsible for any technical or legal complications due to use outside the intended area of use.

3.7.     The Customer may not redistribute or act as a reseller of the Services

4.      Support for the Services for paying Customers

4.1.     Logwise remedies – without special compensation – any technical errors in the software, bugs or equivalent during the ongoing contractual period.

4.2.     Logwise typically provides – without special compensation – simpler support via its website(s) and also via e-mail during holiday-free weekdays between 8:00 and 17:00 (“Support Period”).

4.3.     Logwise shall, within the specified Support Period, promptly handle support cases and take a first action no later than the first working day after the support request. Support cases are answered by feedback via e-mail or by telephone to the Customer or its user.

4.4.     Support in addition to p. 4.1-2 shall be agreed upon especially on each occasion and charged per commenced hour according to the current price list. Logwise shall, against market remuneration, provide the necessary guidance for the Services to achieve interoperability with other software, wherefore there is no need for such decompilation of the Services.

5.      Availability of the Services

5.1.     Notwithstanding p. 2.2, Logwise is entitled to take measures that affect the availability of the Services required for maintenance, operation or safety reasons. Such action should be carried out promptly and in such a way that the disturbances are limited.

6.      Limitation of access to the Services

6.1.     In the event that the provision of the Services entails damage or risk of damage to Logwise, Logwise is entitled to shut down or limit access to the Services. In connection with this, Logwise may not take action in any other way than is justifiable according to the circumstances. The customer shall be informed in writing as soon as possible of such limitation of access to the Services.

6.2.     If the limitation in accordance with section 6.1 has not been remedied within 14 working days, the Customer shall be entitled to terminate this agreement with immediate effect.

7.      Hosting for the Services

7.1.     Logwise shall provide hosting for the Services, typically by providing virtual server space. Logwise can in turn come to an agreement with third parties regarding this hosting. The Customer undertakes not to require liability from Logwise to a greater extent than Logwise may require in relation to such third party.

8.      Confidentiality

8.1.     Each party undertakes not to disclose to third parties, during the term of the agreement, as well as for a period of 5 years thereafter, confidential information, which the party receives from the other party or which otherwise emerges in the application of this agreement.

8.2.     For the purposes of this agreement, “confidential information” means any information – technical, commercial or other – regardless of whether the information is documented or not, except information

(a) which is generally known or come to public knowledge other than through violation by a party to this agreement;

(b) as a party may prove that the party already knew before receiving it from the other party;

(c) as a party received or will receive from a third party without being bound by a duty of confidentiality in relation to it.

8.3.     In the case of p. 8.2c, the party is however not entitled to disclose to third parties if the same information has also been received from the other party.

8.4.     The party undertakes to ensure that its employees, contractors and board members do not forward confidential information to third parties. It is thereby incumbent upon such party to ensure that employees who can be assumed to come into contact with information of a confidential nature are bound to keep this information secret to the same extent as the parties to this agreement.

8.5.     Regardless of p. 8.1-4, Logwise has the right to display the Customer’s name / brand in a moderate and objective manner in customer presentations and on its site(s) in order to communicate that the Customer is using the Services.

9.      Remuneration and payment terms

9.1.     In cases where a Customer has not specifically opted for a free version of the Services, the Customer shall pay a licence fee, for access to the Services under this agreement, which fee has been further specified as per the Customer’s specific agreement with Logwise, whether in written form or opted for through a web-based solution.

9.2.     Support according to section 4.4 is charged according to the current price list. This is invoiced on a monthly basis in arrears according to p. 9.5.

9.3.     For any additional Services or other assignments – which the parties agree in writing that Logwise should perform – Logwise charges hourly costs and compensation for any travel, food and accommodation according to the current price list. This is invoiced on a monthly basis in arrears according to p. 9.5.

9.4.     All prices and fees are exclusive of value added tax and any other additional tax determined after the establishment of the agreement.

9.5.     Payment must be made within 30 days of the invoice being issued. In case of late payment, interest on late payment is added according to the Swedish Interest Act.

9.6.     If the Customer is in delay in payment and Logwise has requested the Customer in writing to pay the due amount, Logwise may cancel the continued provision of the Services 30 days after written notification of this with reference to this point.

10.    Intellectual Property Rights

10.1.   Logwise has all rights, including intellectual property rights, to the Services (including but not limited to e.g. source code).

10.2.   If a third party claims that the use of the Services is contrary to the rights of a third party, Logwise shall be responsible for ensuring that the necessary rights are obtained or that another corresponding Services is offered to the Customer without expense and with as little disruption as possible for the Customer. In addition, Logwise has no liability to the Customer as a result of any infringement of third party intellectual property rights.

11.    Personal data

11.1.   The Services involve secure processing of personal data and other sensitive information. Logwise undertakes to follow applicable laws and regulations in the field of personal data protection. In relation to certain Customers, a “Personal Data Processing Agreement” governing handling of personal data will also have been entered separately.

12.    Security

12.1.   Logwise strives for the highest possible level of security for the Services and continuously takes the updates, encryptions etc. that are required to maintain a high level of security.

12.2.   Logwise keeps a special log for the Services in order to be able to follow up errors both in terms of the Services’s function and entered data.

13.    Responsibility for the Services

13.1.   Failure or deficiency exists if the Services deviates substantially from the specification in p. 1.1 and the customer-specific agreement part.

13.2.   Logwise shall remedy errors or deficiencies following a Customer’s complaint; who should provide detailed information on how the error or deficiency is manifested.

13.3.   Logwise is not responsible for errors due to:

(a) use in violation of Logwise regulations or the Services documentation;

(b) any changes made by the Customer, or

(c) documentation and information provided by the Customer.

13.4.   If errors are found in the Services for which Logwise is responsible, Logwise, shall with the urgency required by the circumstances, remedy the error if possible. Furthermore, if the Customer has not been able to use the Services in significant respects as a result of errors in the Services caused by Logwise, the Customer is entitled to receive a reasonable reduction of the licence fee for the period from the notification of the error and during the time the error occurs.

13.5.   The Customer must complain in writing Logwise’s breach of contract (including breach of contract in case of delay or error) no later than 90 days after the breach of contract is discovered or should have been discovered. If a complaint is not made at the right time and in the manner prescribed in the agreement, the Customer loses the right to invoke the breach of contract. The Customer’s right to impose sanctions in respect of errors or deficiencies in the Services expires 90 days after delivery and liability for delay expires 90 days after the agreed delivery date. The Customer’s right to impose sanctions in other cases expires 90 days after the breach of contract is discovered or discovered.

14.    Force majeure

14.1.   If the fulfilment of a party’s obligations under the agreement is prevented due to war, natural disaster, strike, lockout, blockade or similar circumstance over which party has not been able to prevail and reasonably could not foresee and whose consequences the party could not reasonably have avoided or overcome, the party that is prevented shall to fulfil their obligations shall be exempt from these as long as the obstacle exists.

14.2.   In order to obtain exemption pursuant to p. 14.1, the party shall without delay notify the other party in writing thereof.

14.3.   Regardless of what is stated above regarding exemption from sanctions under specified circumstances, a party has the right to cancel the agreement if the counterparty’s performance of certain obligations has been delayed for more than 2 months.

15.    Limitation of liability

15.1.   In addition to p. 14, Logwise’s liability is limited as follows:

(a) To the maximum extent permitted by law, Logwise shall not be liable for any indirect, incidental, special consequential or punitive damages, including any loss of profit, production loss, costs for hiring a consultant, cost for equipment and similar cost or loss, resulting from a Customer’s access or use of the Services; any conduct or content of any third party on the Services; or any unauthorized access, use or alteration of Customer transmissions or content.

(b) Logwise’s liability for breach of contract concerning all possible delays, errors and deficiencies in total regarding a particular Customer, if not intentional or gross negligence can be proven on Logwise’s part, is in any case limited to the total amount paid by the Customer to Logwise, whereby any delay, error or deficiency shall amount to at least SEK 5,000 to be considered. However, these restrictions shall not apply to breaches of confidentiality and claims directed against a Customer from third parties as a result of the use of the Services, equal to p. 3.3, constituting infringement of third party intellectual property rights.

(c) Logwise is not liable for a Customer’s loss of data nor can a Customer hold Logwise liable for any claims that exceed Logwise’s assets.

16.    Term

16.1.   The agreement has the initial term period with automatic prolongation with the respective number of months as further specified as per the Customer’s specific agreement with Logwise, whether in written form or opted for through a web-based solution.

16.2.   The agreement is automatically extended if no party notifies the other party in writing no later than the number of days before the renewal date of the agreement, as has been further specified as per the Customer’s specific agreement with Logwise, whether in written form or opted for through a web-based solution.

16.3.   Logwise has the right to update the licence fee and the price list annually. Such updating for any future term period shall be notified to the Customer in writing no later than 4 months before the end of the term period.

17.    Transfer of the agreement

17.1.   No party may, without the written consent of the other party, wholly or partially, transfer or pledge; its rights or obligations under the agreement.

18.    Messages

18.1.   Complaints and other notices regarding the application of this agreement shall be sent to the parties’ stated or later amended addresses, such notice (including address change) being deemed to have been received by the recipient:

(a) per courier – at the handover to the recipient;

(b) per registered letter – 2 days after delivery for mailing;

(c) by e-mail – at the time of dispatch if the receipt is confirmed.

19.    Amendments

19.1.   Amendments to and additions to this Agreement shall, in order to be binding, be in writing and duly signed by the parties.

20.    Complete regulation and invalidity

20.1.   The agreement with its annexes constitutes the parties’ complete regulation of all matters covered by the agreement. All written or oral commitments and representations preceding the agreement are superseded by the contents of this agreement.

20.2.   Should any provision of the agreement or part thereof be found to be invalid, this shall not mean that the agreement in its entirety is invalid but shall, to the extent that the invalidity substantially affects the party’s rights or obligations under the agreement, make a reasonable adjustment in the agreement.

21.    Applicable law and disputes

21.1.   Swedish law shall apply to this agreement. Disputes arising from this agreement shall be settled by Swedish courts.