Timeplan general terms and conditions

1. Scope of the Agreement

The scope of Timeplan's commitments and a description of the equipment and software, as well as what’s included, will be shown in the Offer. Any changes or additions to these general terms and conditions appear in Appendix A.

2. Timeplan

Both parties must agree on a timeframe for the system installation and the performance of the services. The timeframe shall, where applicable, be attached with the name of the agreement as appendix B.

3. Definitions

In the Agreement, these concepts shall have the following meaning: 
The “Agreement” refers to the signed agreement regarding installation, program development, training, service and support along with any other services or assignments that Exsens AB must perform for the customer as specified in the offer.

The "System" refers to the hardware and other equipment as well as the standard software and any specially developed programs for integration with the customer's or third party's system, including updates, new versions and documentation, specified in the offer. The "Services" refer to the service(s) in the form of installation, program development, training, service and support along with any other services or assignments that Exsens AB must perform for the customer as specified in the offer.

4. Conflicting information

If there is conflicting information in the Agreement, the included documents apply in the following order:
1) The offer.
2) These general terms and conditions.
3) Other attachments.

5. Communication

Each party shall continuously inform the other party in all matters that are of importance for the parties' proper performance of the Agreement, and in all such communication express themselves with such clarity as may be reasonably required.

6. The Licence

Exsens AB grants a non-exclusive, non-transferable licence to use all the software and documentation included in the System, as well as such intellectual property rights as specified in point 14.1 ("Licence").
Unless otherwise agreed, the Licence may only be used in the customer's own business and otherwise with the restrictions regarding place of business and number of users, etc. which, where applicable, appear in the Offer.
The customer may neither fully nor partially copy software or documentation included in the System. The customer may not sublicense or otherwise by, for example, rental, loan or lease, sublet all or any part of the Licence or the System.

 
7. Commitments of Exsens AB

Exsens AB must perform the Services with suitable, qualified and competent personnel for the purpose. The Services must be performed in a professional manner. Unless the parties agree otherwise in writing, the System shall be delivered to and the Services performed at the customer's premises. Exsens AB must, in good time before the installation or performance of other services, , notify the customer of any preparatory measures that the customer must take.

8. The customer's commitments

For Exsens AB to be able to perform the Services, the customer must be responsible for the following:

The customer must give Exsens AB access to their premises, equipment, databases and software that are required for the performance of Exsens AB’s commitments according to the Agreement.

The customer must take preparatory measures before the installation of the System and the performance of the Services in general in accordance with Exsens AB’s instructions.

The customer must review documents and announce decisions and continuously provide information necessary for Exsens AB to be able to carry out its obligations according to the Agreement.

The customer must provide Exsens AB with correct and necessary information about the conditions and requirements of the customer.

 
9. Sub-consultants

Exsens AB is responsible for sub-consultants hired for the execution of the Services as for its own part.

10. Payment

For Exsens AB’s performance of the Services, the customer must pay compensation in accordance with what is stated in the Offer. Payment must be made within fifteen (15) days from the invoice date. If the customer is in arrears with payment and Exsens AB has requested the customer in writing to pay the overdue amount, Exsens AB may, five days after the request is received by the customer, suspend the continued performance or provision of the services. Reminder fees and late payment interest must be paid according to the law.

If nothing else has been agreed between the parties, Exsens AB shall be entitled to compensation for expenses, subsistence costs, travel and accommodation costs as follows:

To the extent that the services are performed outside Exsens AB’’s location specified in the Agreement, for allowance costs according to RSV standards.
Reimbursement for travel time and travel expenses regarding travel with own car according to Exsens AB’s applied rate.

For accommodation costs and travel costs relating to travel by means of transport other than own car with incurred costs.
Travel by other means than with own car must, if possible, take place in economy class.

The customer must make payment for the costs specified above, supported by a receipt, as well as expenses no later than fifteen (15) days from the date of Exsens AB’s invoice.

Exsens AB has the right to adjust all prices on an annual basis in accordance with the Labour Cost Index (LCI) for white collar workers preliminary index published by Statistics Sweden, SNI 2007 code J (information and communication activities), and notwithstanding that at least 2% per year.

11. Warranties

All hardware is covered by a 12-month warranty. In the case of warranty matters, the customer must arrange for delivery to the address specified by Exsens AB at their expense.

 
12. Liability for errors

In addition to Exsens AB’s commitments regarding maintenance & support, the following apply:

Exsens AB must remedy errors in the system that lead to the system being unusable for the intended purpose.

Exsens AB undertakes to remedy program errors and other errors that imply deviation from the agreed specification or from what was otherwise agreed.

Exsens AB’s responsibility does not include (i) errors that are irrelevant to the intended use of the delivery and that do not cause inconvenience to the customer, (ii) errors that are due to the system or parts thereof being used in a way other than intended or to the system being modified without Exsens AB’s participation or approval, (iii) errors due to parts provided by the customer or its subcontractors, or (iv) errors due to the customer not having the hardware, software or other equipment required to use the system in the intended manner.

The customer must carry out an examination of the system upon delivery. The customer is understood to have approved the system if they do not receive a written error report from Exsens AB within five days of delivery.
Errors discovered according to 12.4 must be documented and reported in writing to Exsens AB within a reasonable time after the examination has been carried out and before payment according to 10.1.

Exsens AB must then be given reasonable time to remedy the error. After that, a new investigation must be carried out. When the system has been approved or should have been approved as above, Exsens AB’s responsibility for errors is limited to errors that are discovered, documented and reported to Exsens AB within one (1) year from the time of approval. However, so the customer does not lose their right to bring legal action against errors, regardless of what has just been said, the customer must report the error within a reasonable time after it is discovered.

Exsens AB is not responsible for errors that have been discovered or should have been discovered during acceptance tests and that have not been documented and reported as above. If the customer reports a fault, and it turns out that there is no fault for which Exsens AB is responsible, the customer must reimburse Exsens AB for its costs in connection therewith according to Exsens AB’s price list in force at the time and otherwise according to point 10.1 above.
If Exsens AB is unable to perform its obligations due to the customer not fulfilling their obligations under the agreement, the customer must compensate Exsens AB for indirect and direct damage.

13. Liability for delay

Exsens AB shall implement and deliver the System and perform the Services in accordance with the timeframe.
If Exsens AB fears that the System and/or the Services or part thereof cannot be delivered within the specified time, Exsens AB must notify the customer without delay of the reason for this and state when delivery can take place.

The authorised representatives of the parties shall then agree on a new time for delivery. If an agreement cannot be reached, Exsens AB has the right to reasonable additional time for delivery. Exsens AB shall compensate the customer for the additional costs caused by the delay; however, at most with an amount corresponding to ten (10) percent of the compensation paid to Exsens AB up to that point within the framework of the Agreement.

If delivery is not made within the additional time and the delay is significantly vital to the customer, the customer may cancel the delayed part of the service by written notice to Exsens AB. In the case of cancellation as above, Exsens AB must compensate the customer for damage that the customer suffers due to the cancellation. Exsens AB is not responsible in any case for delay due to the customer or anyone on their side. In the event of such a delay, Exsens AB is entitled to the required time extension. The customer must reimburse Exsens AB for the additional costs caused by the delay.
 

14. Intellectual Property Rights

If Exsens AB's performance of the Services initiates development work regarding the System or the Services, any intellectual property rights arising from such work shall accrue to Exsens AB with unrestricted ownership rights.

Exsens AB is responsible for ensuring the System does not infringe on the intellectual property rights of others and undertakes to indemnify the customer for all costs due to the system infringing on the intellectual property rights of others. However, the above only applies if Exsens AB is informed of an alleged infringement immediately after the customer has become aware of information to the effect that a third party considers that the System encroaches on another's intellectual property rights, and also provided that Exsens AB, at its own request, may act in the customer's place at such a dispute.

If infringement is found to exist and Exsens AB, in the manner stated above, has been allowed to participate in a trial and settlement or if, according to Exsens AB's own judgement, it is likely that such an infringement exists, Exsens AB shall, at its own expense, either assure the customer of the right to continue using the System, replace it with another equivalent product the use of which does not constitute infringement, or change it so that infringement does not exist or take it back and, in the case of purchased product, credit the customer with an amount corresponding to the value of the System, taking into account the time it has already been used and normal depreciation time.

If Exsens AB does not fulfil its obligation according to above within a reasonable time, the customer is entitled to such a deduction from the price that corresponds to the reduced value of the delivery due to the breach. If a breach causes significant inconvenience to the customer, the customer has the right to cancel the Agreement in its entirety by written notice to Exsens AB. If the customer cancels the Agreement, the customer is entitled to damages. In cases where Exsens AB, when performing the services, must use the customer's software, the customer is responsible for ensuring that the required licence agreement exists for the software.

It is also the customer's responsibility that the customer must ensure that the licence agreement allows Exsens AB to use the customer's software. This agreement does not give a party the right to use the company name or trademarks belonging to the other party, except in cases where it is necessary for Exsens AB to fulfil its obligations under the Agreement.
 

15. Other penalties and limitations of liability

In addition to the responsibility for errors that Exsens AB has according to the agreement, a party must compensate the other party for damage that it suffers because of a breach of contract. Unless otherwise stated in the Agreement, and except for cases of gross negligence or intentional acts, the party is not obliged to compensate the other party for indirect damage.

Unless otherwise specified in the agreement, and except for cases of gross negligence or intentional acts, the party's liability for the other party's damages shall be limited per instance of damage to an amount corresponding to a maximum of half of the compensation paid to Exsens AB within the framework of the Agreement. Regarding hardware and other equipment covered by the System, as well as in cases where the services consist of sublicensing intellectual property rights owned by third parties, regardless of what appears in the Agreement, Exsens AB's responsibility towards the customer shall not be different or greater than the responsibility Exsens AB can make valid against such third parties.
The parties have no right to apply other penalties than those specified in the agreement.

 
16. Grounds for exemption

The party is not responsible for failure to fulfil its obligations if the fulfilment of these is attributable to circumstances beyond its control which the party could not reasonably be expected to have anticipated at the time of the conclusion of the Agreement and the consequences of which the party could not reasonably have avoided or overcome. If the omission is due to someone whom the party in turn engaged, the party is free from responsibility for the omission only if the person engaged by the party would also be free according to the above.

The party shall be obliged to take measures to a reasonable extent to mitigate the consequences of the exemption ground.
If the grounds for exemption persist for more than fifteen (15) days, the party that invoked the grounds for exemption has the right to withdraw from the agreement without incurring liability towards the other party.
For a party to invoke grounds for exemption, the party must notify the other party of this without delay.

 
17. Privacy

Each party undertakes not to, without the other party's consent, disclose information about the other party's activities to third-parties that may be considered a business or professional secret or information that is legally subject to confidentiality. Information that the party has specified as confidential must always be considered a business or professional secret. The obligation of confidentiality does not apply to such information that the party can show has become known to them in other ways through the execution of the agreement or that is generally known.

The duty of confidentiality also does not apply when a party is obliged by law to disclose information. If a party is obliged by law to disclose information, the other party must be informed thereof before such disclosure takes place.
The party shall, through confidentiality agreements with personnel or other appropriate measures, ensure that confidentiality as above is observed. Exsens AB is responsible for the contracted subcontractor also signing a non-disclosure agreement of corresponding content for the benefit of the other party.

18. Passivity

If a party fails to act due to the other party's non-fulfilment of the agreement in any part, such failure shall not mean that the party subsequently does not have the right to take action for similar or other non-fulfilment of the agreement.

19. Transfer and assignment of the agreement

The party may neither assign nor assign its rights or obligations under the Agreement without the other party's written consent. However, Exsens AB may transfer its right to payment according to the Agreement without the customer's consent.

 
20. Termination / Early Termination

Termination of the Agreement by either party is a continuous 12 months.
If a customer chooses not to use the System, or to use it only to a limited extent, a minimum fee corresponding to 75% of the monthly fee is payable. The monthly fee is based on the average fee from the last six months when Timeplan was used to its full extent. The parties have the right to terminate this agreement with immediate effect if one of the following is true:

Party materially breaches its obligations under this agreement and does not make full remedy within fourteen (14) days of a written request to make remedy.

The party suspends its payments, offers a compromise, becomes subject to seizure, is declared bankrupt or if another similar circumstance occurs that can reasonably be considered as a sign of insolvency.

If the agreement is terminated with the support of clause 20.2 a) or b), the customer must, at Exsens AB's request, either return or destroy all copies of such software or documentation included in the System.

 
21. Amendments and additions

Amendments to or additions to the Agreement must be made in writing and signed by authorised representatives of both parties.

22. Notices

Notifications must be delivered by courier, registered letter, fax or electronic message to the parties' addresses specified in the Agreement or subsequently changed. Proof that the message was posted or sent by fax shall constitute proof of receipt. The message shall be deemed to have reached the recipient:

If delivered by courier, upon delivery.

If sent by registered letter, two days after delivery for postal forwarding.

If sent by fax, at the time of sending.

If sent as an electronic message, upon receipt when the electronic message has arrived at the recipient's electronic address, provided that the sending party also sent the message by registered letter on the same day.

Change of address must be notified to the counterparty in the manner prescribed in this clause.

23. Choice of law and dispute resolution

This Agreement shall be interpreted and applied in accordance with Swedish law.
Disputes arising from the Agreement shall be finally settled by arbitration administered by the Stockholm Chamber of Commerce's Arbitration Institute (Institute). The arbitration shall take place in Gothenburg. The Institute's Rules for Simplified Arbitration shall apply unless the Institute, on considering the degree of difficulty of the case, the value of the object of dispute and other circumstances, decides that the Rules for the Arbitration Institute of the Stockholm Chamber of Commerce shall be applied to the procedure. In the latter case, the Institute shall also decide whether the arbitration board shall consist of one or three arbitrators.

24. Personal data service agreement

The customer is aware and agrees that personal data relating to the customer, its users and the personal data that users enter in the service are processed and stored by the supplier in accordance with the separate document Timeplan General Data Protection Regulation (GDPR). The customer is a personal data controller in the sense of the General Data Protection Regulation (GDPR) and the Supplier acts as a personal data assistant and performs certain services, including data processing, according to instructions from and at the request of the Customer.