General Terms and Conditions

1.1 These General Terms and Conditions apply to any Services ordered by Customer, as outlined in the applicable Order Form.

1.2 By executing an Order Form referencing these terms, Customer agrees to be bound by them. In case of any conflict between Agreement documents, the precedence outlined in the Order Form shall govern.

1.3 Accessing, downloading or installing the Services does not in itself grant Customer any right to access or use the Services without a valid Order Form.

Agreement means, collectively, the applicable Order Forms, these General Terms and Conditions, and any other documents expressly incorporated by reference.

Customer Data means data relating to Customer's business, including data uploaded to or processed in the Services by Customer's Users.

Services means Vesence's proprietary software as a service (SaaS) provided by Vesence to Customer over the Internet.

User means each employee or consultant of Customer designated as an authorized user to access and use the Services.

Vesence Data means data relating to Vesence business, the Services or Vesence Systems.

3.1 Vesence undertakes to make the Services available from the Service Start Date and for the Term, in accordance with the Agreement.

3.2 The Services shall be provided in a professional and workmanlike manner and in accordance with applicable laws and regulations.

3.3 Vesence provides customer support via email on a best effort basis.

3.4 Vesence may make changes or updates to the Services. If any change adversely affects Customer's use, Customer may terminate the affected subscription with 30 days' notice.

3.6 Due to the inherent probabilistic nature of artificial intelligence, the Services may occasionally produce inaccurate output, which shall not constitute a Defect.

4.1 Customer is responsible for obtaining and maintaining hardware, software and Internet connectivity necessary to access the Services.

4.2 Customer must assess the accuracy and quality of the input to, and output from, the Services, including conducting human reviews.

4.6 Customer shall not sub-license, reverse engineer, modify, or use the Services to develop competing products.

5.1 Customer shall pay Subscription Fees as stated in the Order Form, exclusive of VAT and applicable taxes.

5.3 Customer shall not withhold or set-off amounts due. Late payment incurs interest at 1% per calendar month or the maximum permitted by law.

5.4 All Subscription Fees are subject to annual indexation not exceeding five percent (5%).

6.1 Nothing in the Agreement shall be interpreted as an assignment or transfer of any Intellectual Property Rights.

6.2 Vesence retains all rights to its software, Vesence Data, and Vesence Systems.

6.4 Vesence may use Customer's name or logo in promotional material unless Customer has explicitly objected in writing.

7.1 Customer Data shall remain the exclusive property of Customer. Vesence will not use Customer Data to train AI models.

7.2 Vesence may collect anonymised and aggregated usage data for analytics, benchmarking, and business purposes.

8.1 Each Party undertakes not to disclose confidential information to third parties for the term of the Agreement and five (5) years thereafter.

8.2 The Parties may share information on a need-to-know basis with affiliates, subcontractors, and advisers bound by equivalent confidentiality obligations.

Vesence will process personal data on behalf of Customer as data processor, governed by the Data Processing Agreement.

10.2 Neither Party shall be liable for indirect damages. Each Party's total aggregate liability is limited to fifty (50) percent of Subscription Fees invoiced during the contract year in question.

10.3 Limitations of liability do not apply to liability arising from intent or gross negligence.

10.5 Output from the Services shall not be viewed as professional advice. Vesence does not bear responsibility for decisions made based on Services output.

11.1 Vesence agrees to indemnify Customer against third party claims related to infringement of Intellectual Property Rights by the Services, subject to the Services being used in accordance with the Agreement.

12.1.2 Customer may terminate the subscription for a Service at any time during the first three (3) months of the Initial Term.

12.1.3 Subscriptions automatically renew for consecutive twelve (12) month Renewal Terms unless terminated in writing not less than sixty (60) days prior to the end of the term.

12.2 Either Party may terminate with immediate effect upon material breach, insolvency, or prolonged force majeure (3+ months).

13.1 Force Majeure. If a Party is prevented from fulfilling its obligations due to circumstances beyond its control, this constitutes grounds for release from liability while such circumstances persist.

13.2 Independent Parties. The Parties are independent contractors.

13.3 Assignment. The Agreement may not be assigned without prior written consent, except Vesence may assign to an Affiliate.

13.5 Entire Agreement. The Agreement constitutes the entire agreement between the Parties.

13.6 Amendments. Vesence may amend these terms by publishing an updated version. Amendments become effective thirty (30) days after publication.

14.1 The Agreement is governed by the substantive laws of Sweden.

14.2 Disputes shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. Seat: Stockholm. Language: English.