Terms and Conditions
Last updated June 1st 2022
These terms and conditions apply between ByHart AB, org.nr. 559246–8184, Teknikvägen 3, 961 50 Boden, Sweden, also the “Supplier”, and the customer, also the “Customer”, who ordered one or more of the supplier’s products or services as set out below. The Supplier and the Customer are referred to below as “Part” and jointly “Parties”. These general terms and conditions shall apply to all the Supplier’s deliveries of products and services to the Customer.
When ordering a product or service, the Customer signs a special Purchase Agreement with the Supplier or another financial partner regarding the payment of the product / service. In the event of a conflict between the content of the agreement, the Purchase Agreement shall take precedence. In addition to the Purchase Agreement, these general terms and conditions will apply to all purchases of products and / or services from the Supplier. If any provision of this Agreement is invalid, unlawful or unenforceable, it will be deemed to be separate from this Agreement and shall not affect the validity or enforceability of the remaining provisions of this Agreement.
When personal data is processed within the framework of services performed and delivered products, the Supplier, in his capacity as personal data controller or assistant, is responsible for the processing of personal data in accordance with current legislation. The supplier undertakes to only process personal data in accordance with this agreement, at any time applicable personal data policy, personal data assistant agreement and applicable legislation.
Through its use of the Service, the Customer and its employees agree that the Supplier handles its personal data in connection with the submission of these. The supplier processes personal data in accordance with the current Personal Data Policy. The purpose of handling personal data is to be able to fulfill and administer the service to the Customer and to some extent for information and marketing purposes, but above all to collect anonymized data for information, analysis and review. The personal data will be stored if they fulfill the purpose of the handling. When these no longer serve the purpose, these will be deleted. The supplier reserves the right to use and disclose anonymized response information as a basis for business and method development and statistics. If the Customer or its employees request information about which information is registered or request a change of incorrect information, this can be obtained after a written request to that effect from the Supplier’s customer service.
PRICE AND PAYMENT TERMS
Kunden åtar sig att acceptera och betala samtliga tillämpliga priser, avgifter, betalningsmetoder och betalningsvillkor som framgår av separat Köpeavtal med Leverantören eller av en tredje part som ev. finansiell partner. Leverantören förbehåller sig rätten att justera priser för tjänster och produkter motsvarande höjda kostnader från partners eller underleverantörer. Leverantören förbehåller sig även rätten att årligen höja priser motsvarande förändring arbets-kostnadsindex (AKI). Vid fakturering av löpande tjänster tillkommer administrationsavgift enligt var tid gällande taxa. Leverantören har rätt att ta ut en påminnelseavgift samt dröjsmålsränta enligt räntelagen för faktura som inte betalas i tid av Kunden. Vid utebliven betalning har Leverantören rätt med omedelbar verkan att avbryta/avsluta samtliga leveranser av produkter och/eller tjänster. Alla priser anges alltid i svenska kronor (SEK) exklusive moms, frakt, tullavgifter och motsvarande.
If you discover that (1) a service is not working, (2) a service does not match the description of what you have ordered or if (3) technical problems have delayed or prevented the delivery of a service, your only and exclusive compensation is either an exchange of the application or a refund of the price paid for the service, according to the Supplier’s decision. The Customer shall without undue delay notify the Supplier’s customer service of any errors or circumstances described above, but no later than within fourteen (14) days from the time the error occurred. The supplier will then review the case to identify the problem to find a suitable solution. The supplier reserves the right to decide what is considered an appropriate solution in each individual situation. The Supplier’s responsibility for correcting errors does not apply if the remedy would entail inconveniences or costs for the Supplier that are unreasonably large in relation to the significance of the error for the Customer; that is, that the error is of trivial significance, or that the Customer has not complained about the error within fourteen (14) days from the time it occurred or the service that was defective was performed.
The Supplier reserves all rights in ownership and interest in, but without limitation, trademarks, patents, authorship, knowledge or any invention, device, process, method, development, design, specifications, technology, apparatus, reports, schematic or technical information ( whether patentable or not), documentation, software or improvements, changes, interfaces, workflows and best practices developed, invented, created or reduced in practice by the Supplier (“IP”), including any changes or improvements made to the Supplier’s IP during or as a result of the services to be performed under this Agreement.
The Supplier also reserves all rights to ownership and interest in the copyright to the programs, collected anonymized data, analyzes, reports, documents and the like that the Supplier produces as part of its consulting assignments or otherwise in connection with its services and products. No party has the right to use the other’s company or brand in advertising and marketing contexts without having previously obtained the other party’s written consent for such use.
The Customer approves and certifies through his purchase that the Customer buys all products and services only for his own internal use and not for resale. The Customer receives a non-exclusive right and an indefinite right to use and modify the result of the work performed by the Supplier within the framework of consulting assignments.
When purchasing digital services and / or products, the Supplier grants the Customer a personal, limited, non-exclusive, non-transferable right to use software contained in the products or in connection with their use, but for no other purpose. No other rights to the software are transferred. In these cases, the customer undertakes not to sublicense or provide or grant third party access to any product source code. The customer also has no right to or grant the right to reverse compile, disassemble, reverse engineer or reverse mount product code for the product software. The customer undertakes to use all information they have about the product software only for the permitted purpose and not to create any software that is like or competes with the product software. Any improvement, modification or further development carried out by the Customer based on the product software will be considered the sole property of the company, without limitation, provided that the Customer’s contribution is confirmed. The customer’s breach of contract against this section will give rise to immediate termination of the usage rights in this agreement.
TRANSFER TO THIRD PARTY
The Customer may not assign or transfer a third party’s rights or delegate any of the Customer’s obligations under the agreement without the Supplier’s prior written consent. The Supplier may transfer or outsource any or all of its rights or obligations and / or transfer the right to receive payments below to one or more qualified parties without the customer’s prior consent.
The Supplier undertakes to observe confidentiality regarding all such confidential information that may be handed over by the Customer. Information means all such information received from the other party as confidential, regardless of nature and regardless of whether information was received in writing, orally or otherwise. The Supplier shall follow the instructions issued by the Customer regarding the handling of confidential information and data-bearing media.
Information that is generally known or comes to public knowledge other than through breach of this Agreement shall not be deemed to constitute confidential information. Nor shall information which the recipient of the information knows that he already knew at the time of receipt or which he has received from a third party, without being bound by confidentiality in relation to him, constitute confidential information.
The Supplier undertakes not to disclose confidential information to third parties, except for such information that the Customer allows in advance may be disclosed or information that is disclosed because of mandatory provisions in the constitution or government decision. The supplier’s commitments under this clause apply both during and after the term of the agreement.
The Supplier is an independent legal entity and shall in no way be regarded as an employee or in any other way dependent on the Customer in its consulting assignments. The supplier is responsible for ensuring that relevant registrations and documents required by law are obtained and maintained. The supplier is responsible for its taxes and fees. The supplier holds liability insurance. At the request of the Customer, the Supplier may present documentation that shows that such requirements are met.
The Supplier carries out its consulting assignments professionally, professionally and with care, and in accordance with the Customer’s instructions. In carrying out the consulting assignment, the Supplier shall ensure that any disruptions in the Customer’s operations are minimized and actively work for knowledge transfer to the extent necessary to the Customer. Major changes to the consulting assignment may only take place after written agreement between the parties.
The Supplier may, with the Customer’s consent, use sub-consultants for the performance of the consulting assignment. If a sub-consultant is hired, the supplier’s supervisor’s work as his own work. The supplier is responsible for payment to the sub-consultant. When hiring a sub-consultant, the Supplier guarantees that the sub-consultant holds liability insurance, and the Supplier undertakes to agree with the sub-consultant on reservations if and when applicable.
It is the Supplier’s responsibility to provide its own computer and telephone with a subscription, if and when desired by the Customer. It is the Customer’s responsibility to provide access to the workplace, Internet connection, suitable data storage space, access to the necessary IT systems and e-mail address, if and when these are required to be able to perform the consulting assignment. If and when the Supplier deems it necessary, the Customer needs to make it possible to obtain information and support from the Customer’s employees in order to carry out the work with the highest quality.
At the end of the consulting assignment, the Supplier is obliged to return all relevant material delivered by the Customer (provided that the material is not used for the assignment). All documents, manuals, descriptions, etc. that have been prepared by the Supplier in relation to the consulting assignment and the complete rights for these must be handed over to the Customer at the end of the assignment.
The Customer who has received consulting support undertakes during the contract period or six months thereafter without the Supplier’s written consent, not to recruit employees who are employed by, or work as a consultant for the Supplier, or to persuade employees / consultants to terminate their employment or assignment with the Supplier.
LIMITATION OF LIABILITY
To the extent permitted by applicable law, the Supplier will under no circumstances be liable to the Customer or any third party for indirect, special, temporary or consequential damages (including, but not limited to, loss of income, profit, sudden data loss of results, statistics, analyzes or the like, operational efficiency, use or information) arising under this Agreement, regardless of the form of action, and regardless of whether the risk of these damages could have been reasonably foreseen even if informed of the possibility of such damages. No action arising from the transactions under this agreement may be brought by the customer more than three (3) months after the damage, loss or expense has occurred. The total amount of direct damages that can be obtained from a party under this agreement, regardless of the form of action, is limited to the total amount paid by the customer during the last six (6) months before the occurrence of the circumstance that gave rise to the claim.
The Supplier is released from liability for non-fulfillment of its contractual obligations if fulfillment of the obligations is prevented or significantly hampered by a circumstance that the Supplier could not reasonably have foreseen or disposed of. The supplier is thus not responsible for delays in delivery or execution or sudden data loss of results, statistics, analyzes or the like, e.g. due to (i) causes beyond its reasonable control, or (ii) acts of customer, civil or military authorities, government priorities, strikes or other work disruptions, floods, epidemics, pandemics, wars, riots, transport delays or component shortages, or (iii) inability due to reasons beyond the reasonable control of the Supplier or its suppliers to obtain the necessary materials, components, services or facilities. In such a case, the delivery date or performance may be extended by a period equal to the time lost due to the delay.
The notice period is mutually three (3) months, unless otherwise agreed in the purchase agreement. Termination must always be in writing. In the special cases the Customer uses an initial free trial period, the payment period begins from the first day the order is confirmed, unless otherwise agreed / stated in the Purchase Agreement.
Either Party may immediately terminate this Agreement by giving written notice to the other Party if the other Party enters insolvency proceedings, whether voluntary or involuntary, including bankruptcy, liquidation or equivalent under applicable law.
In addition, the Supplier may, at its option, either terminate or terminate this Agreement with immediate effect:
- if the Customer’s financial situation deteriorates to such an extent that the Company, in its sole discretion, has reason to believe that the Customer will not be able to fulfill its obligations under this agreement;
- if the Customer before or after the signing of the agreement has failed to provide information about the company that is objectively of significant importance for the creation of the agreement and / or its continued validity,
- the same applies if a party has failed to provide information that a party is obliged to provide to the other party under the agreement, or if such information is incorrect;
- such a change in the Customer’s corporate management, control or ownership takes place that may have a negative effect on the Supplier;
- The customer does not fulfill its obligations under this agreement.
In addition to what is stipulated above, each party also has the right to terminate the agreement with immediate effect if the other party has committed a material breach of contract and does not within 30 (30) days take corrective action upon written request. Termination must be in writing.
If the Customer violates its obligations, the Company may cancel any offers or orders and refuse to execute orders that have already been confirmed and accepted by the Customer.
LAW CHOICE, DISPUTE RESOLUTION
Swedish law regulates all issues that arise under this agreement or a purchase order. Any dispute or disagreement arising out of or in connection with this Agreement or an order, which cannot be resolved by mediation or mutual agreement within sixty (60) calendar days from the notification of one Party to the other Party of such dispute, will be resolved at a general court in Sweden.