GENERAL TERMS & CONDITIONS   ASTRADA GENERAL TERMS & CONDITIONS These general terms and conditions (the “General Terms and Conditions”) constitute an integral part of a Delivery Agreement as defined in an Order Specification between Astrada AB and its Customer. Capitalized terms used but not defined in these General Terms and Conditions shall have the meanings set out in the Delivery Agreement. 1. ASTRADA’S OBLIGATIONS Astrada shall perform its obligations in accordance with the terms and conditions of the Delivery Agreement, in accordance with applicable industry standards and with commercially reasonable competence, promptness and care. 2. CUSTOMER’S OBLIGATIONS 2.1 In order to enable Astrada to perform its obligations in accordance with the Delivery Agreement, the Customer shall actively and timely assist Astrada and provide Astrada with access to the information and material regarding the Customer´s operations and access to its personnel, premises and equipment necessary for Astrada’s delivery according to the Delivery Agreement. 2.2 The Customer undertakes not to recruit, attempt to hire, solicit, assist others in recruiting or hiring, or refer to others concerning employment of any person who is or was an employee of Astrada. The Customer shall further not induce or attempt to induce any such employee to terminate his/her employment with Astrada. In case of any breach of this section the Customer shall without undue delay, pay a penalty fine to Astrada equal to the amount of the total year salary of the employee in question. 3. CHARGES AND PAYMENT 3.1 The Customer shall be invoiced in accordance to what is laid down in the Order Specification and otherwise on a monthly basis. Invoices shall be paid by the Customer, to Astrada’s bank account in the currency and by wire transfer as set out in each specific invoice, without offset or deduction, no later than 20 days following the date of issuance of the invoice. 3.2 The Customer shall promptly notify Astrada of any objections it may have to any invoice, but not later than seven (7) days prior to its due date. Undisputed invoices and/or parts of an invoice shall always be paid in accordance with the terms of these General Terms and Conditions. 3.3 Astrada may apply a late charge on overdue invoices in accordance with the Swedish Interest Act (Sw. Räntelagen, 1975:635), from the day after the due date until the outstanding invoice or part thereof has been paid in full. Astrada shall, after a prior written notice to the Customer, have the right to withhold products and/or services until the Customer has fully paid the invoices due and provided adequate security for future payments. Where payment is delayed more than twenty (20) days after a payment reminder has been issued by Astrada, Astrada shall have the right to terminate the Delivery Agreement forthwith. 3.4 All charges are exclusive of value-added tax, sales tax, customs duties, or similar taxes or imposts, including but not limited to withhold tax. 4. OVERTIME, EXPENSES AND TRAVEL EXPENSES 4.1 Unless the Parties have agreed differently, Astrada shall be entitled to compensation for overtime, expenses, and travel expenses in accordance with the following. 4.2 Ordinary working hours shall mean, weekdays Monday to Friday 8.00 am to 5.00 pm, (“Ordinary Working Hours”). 4.3 Agreed work, not included in the Order Specification, which shall be performed during weekdays Monday to Friday 5.00 pm to 20.00 pm, shall be charged to the agreed hourly rate multiplied with 1.5 per hour. 4.4 Agreed work, not included in the Order Specification, which shall be performed outside the times mentioned in section 4.2 and 4.3 above, the agreed hourly rate, multiplied with 2.0 per hour, shall be charged the Customer. 4.5 Travelling time will be charged at the agreed hourly rate multiplied by 0.5 per hour. 4.6 Astrada shall be entitled to reimbursement for reasonable expenses. Such expenses shall be duly verified and specified in the invoice. 5. INTELLECTUAL PROPERTY RIGHTS 5.1 It is expressly agreed that any intellectual property, including (but not limited to) software, programs, design, construction, inventions/creations and/or all other results that are developed by Astrada pursuant to or arising out of the Delivery Agreement or that otherwise accrue through the performance or use of the services, is hereby irrevocably and without any restrictions or limitations transferred to Astrada. The intellectual property rights shall be the unencumbered property of Astrada. 5.2 The Customer’s use of the Software and/or services in excess of, to a greater extent or in a different manner than as expressly permitted under the Delivery Agreement, shall always constitute a material breach. 5.3 Nothing in the Delivery Agreement shall, neither during the term of the Delivery Agreement or thereafter, limit or restrict Astrada from developing and utilising ideas, technology, concepts, information, business methods, experience or know-how relating to the and/or services. Notwithstanding the immediately aforesaid, Astrada shall respect the confidentiality obligation hereof in conjunction with any such aforesaid development and/or use. 6. INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT 6.1 Astrada shall defend and indemnify the Customer against any third party claim that the Software and/or services provided by Astrada (“Astrada Service”) infringes upon Intellectual Property Rights, provided that a) The Customer promptly notifies Astrada in writing of the claim; b) Astrada shall have the sole control of the defence and all related settlement negotiations; and c) The Customer provides Astrada with the assistance, information and authority necessary for Astrada to perform its obligations under this section. 6.2 Astrada shall have no liability towards the Customer in respect of an actual or alleged Intellectual Property Right infringement if the same results from any breach by the Customer of the Customer’s obligations under the Delivery Agreement. 6.3 If the Software and/or Astrada Service is held to constitute an Intellectual Property Right infringement, or the Software and/or Astrada Service is considered by Astrada to constitute such infringement, Astrada shall have the option, at its own expense, to: a) modify the Software and/or Astrada Service such that it no longer constitutes an infringement; b) obtain a license for the Customer to continue using the Software and/or Astrada Service; or c) replace the Software and/or Astrada Service with substitutes which do not constitute infringements, provided that such substitutes do not entail a material diminution in performance or function. 6.4 If Astrada, in its reasonable judgement, is not able to exercise any of the above options within three (3) months of the date it received written notice of the Intellectual Property Right infringement from the Customer, Astrada shall be entitled to terminate the Delivery Agreement. 6.5 Astrada shall have no liability under the Delivery Agreement in respect of an intellectual property right infringement or misappropriation claim that is a) based on the Customers use of the Software and/or Astrada Service after Astrada notifies the Customer to discontinue use because of such a claim, or b) based on the Customers combination of the Software and/or Astrada Service with any other product, service, data or business process if such claim would not have arisen but for such combination, or c) attributable to any material provided by the Customer, or d) attributable to any alteration of the Software and/or Astrada Service if such claim would not have arisen but for such alteration, or e) the result of any breach by Customer of Customers rights to use and/or obligations under the Delivery Agreement. The Customer shall reimburse Astrada for all reasonable costs or damages that result from such actions. 6.6 This section 6 stipulates the sole and exclusive remedy of the Customer regarding intellectual property infringements. 7. DEFECTS 7.1 Defects shall mean that the Software and/or Astrada Service deviate from the agreed Order Specification or from professional industry standard and this is not due to a circumstance for which the Customer is responsible. 7.2 Astrada’s responsibility for Defects in the Software is exclusively regulated in the Software License Appendix. 7.3 Astrada shall, with the expedience required by the circumstances, rectify Defects in the Astrada Service by correction, replacement or instructions of the circumvention of the Defect. The Customer shall accept such rectification provided that the Astrada Service then fulfils the Order Specification. If Astrada does not rectify the Defect, the Customer shall be entitled to a reasonable reduction of the fee for the relevant service. 7.4 Defects shall be reported by the Customer in writing and without undue delay. The liability for Defects of Astrada shall not include: a) Defects in third-party products or services. b) Defects arising as a consequence of modifications or interventions by the Customer. c) Defects caused by the Customers use of the Astrada Service with equipment peripheral devices, or system software, other than approved or recommended by Astrada and which affects the function of the service. d) Defects arising as a consequence of the fact that the Customer did not provide correct information or selected test data, or provided erroneous or defective information. e) Defects that are of no relevance for the Customer’s use of the Astrada Service. 7.5 Where the Customer has reported a Defect and it is later shown that no Defect exists for which Astrada is responsible, the Customer shall compensate Astrada for Astrada’s work with the correction in accordance with the, from time to time valid, Price List of Astrada. 8. RISK, DELIVERY CONFIRMATION AND CLAIMS 8.1 The risk in respect of the Software or any other deliveries shall pass to the Customer at delivery. 8.2 The Customer is responsible for verifying that the Software and Astrada Service complies with what has been agreed according to the Order Specification. Such verification shall be performed through an acceptance test carried out by the Customer in a timely manner before the agreed delivery date, using an acceptance test protocol agreed with Astrada. The Customer shall report any Defects without delay to Astrada and shall test any corrections made by Astrada without delay. 8.3 The Customer shall approve the Software and/or Astrada Service provided that the Software and/or Astrada Service comply with what has been agreed according to the Order Specification. Further, the Software and/or Astrada Service shall be deemed to have been approved by the Customer if: - the Customer has not reported any defects before the agreed approval date; - the Software and/or Astrada Service after corrections carried out by Astrada comply with what has been agreed according to the Order Specification; or if - the Customer without the written consent from Astrada uses the Software and/or Astrada Service in its operations for other purposes than acceptance testing. 9. SERVICES AND PRODUCTS FROM THIRD PARTIES 9.1 Astrada reserves the right to use subcontractors for performance of its obligations under this Agreement. Astrada shall be liable for any work performed by such subcontractor as if the work was performed by Astrada. 9.2 Software supplied by Astrada but not licensed by Astrada as the original licensor is subject to the license terms of the original licensor. 10. HANDLING OF PERSONAL DATA Astrada will under the Delivery Agreement process a limited amount of personal data regarding the Customer’s employees provided by the Customer (according to General Data Protection Regulation, Article 6.1 f), i.e. (i) the name, title, email address and phone number of contact persons and other Customer employees that are involved in Astrada’s performance under the Delivery Agreement and (ii) the user name and password of Customer’s employees that access Astrada’s Software and/or Services. The purpose of Astrada’s processing of personal data is to fulfil its obligations under the Delivery Agreement, to keep a customer record and otherwise administer its relation with the Customer and to provide access to the Software. After the expiry of the Delivery Agreement, the personal data will be removed from Astrada’s systems within 3-6 months, however subject to Astrada fulfilling any legal demands and fulfilling and/or maintaining any remaining obligations or rights under the Delivery Agreement. General information of Astrada’s processing of personal data will be found on Astrada’s website. 11. CONFIDENTIALITY 11.1 Both Parties undertake, from the date of disclosure, during the term of the Delivery Agreement and thereafter, to treat all received Confidential Information (as defined in the following) as strictly confidential and not to disclose it to any third party without the prior written and express consent of the Disclosing Party and to make no use of it, except as specifically provided for in this Agreement, without the prior written and express consent of the Disclosing Party in each case. 11.2 “Confidential information” shall in this Agreement mean information – whether technical, commercial, personal or of another nature – regardless of whether or not this information has been documented, except: a) information, which at the time of disclosure was already in the public domain; b) information, which, after disclosure, becomes part of the public domain through no violation of this Agreement; c) information which the Party is able to evidence by its written records to have been in its possession prior to disclosure; d) information which is hereafter lawfully disclosed by a third party to the Party, which information such third party did not acquire under a still effective obligation of confidentiality to the Other Party; e) information that can be demonstrated as independently developed or acquired by such Party without reference to or reliance upon Confidential Information, as evidenced by the Other Party’s written records; f) information disclosed to the extent required by law or regulation, provided that the Party shall give the Other Party prompt written notice and sufficient opportunity to object, time permitting, to such disclosure. 11.3 A Party may disclose Confidential Information only to reliable employees, consultants and contractors, who need to know in order to exercise the Party’s rights or perform the Party’s obligations under the Delivery Agreement, provided that any such persons are bound by obligations of confidentiality and non-use, which are equal or not less strict than the terms of the Delivery Agreement. The Party shall ensure that such persons shall be fully aware of the obligations of the Delivery Agreement and shall be responsible for any breach of these provisions by its employees, consultants or contractors. 12. LIABILITY 12.1 A Party is only liable for direct damages caused through negligence. The liability of a Party for direct damages is limited to an amount equivalent to 20 % of the total price for products and services that the Customer shall pay during the first 12 months under the Delivery Agreement. 12.2 Except in the event of gross negligence or willful misconduct, neither Party will be liable for any indirect or consequential damages of any nature or kind whatsoever, including but not limited to loss of profits, loss of turnover, loss of data or third party loss in connection with or arising out of the Delivery Agreement, even if advised of the possibility of such damages. 13. FORCE MAJEURE 13.1 Neither Party shall be liable for any delay in performance or non-performance of any of its obligations hereunder caused by circumstances beyond that party’s reasonable control that under normal practice can be designated as a force majeure, including but not limited to war, riots, insurrection, embargoes, wrecks delays in transportation, new or amended legislation and labour market conflicts (“A Force Majeure Event”). 13.2 As soon as the obstacle has ceased to exist, the obligation shall be performed in the stipulated manner. 13.3 To qualify for relief under above paragraph, a Party shall without delay notify the other Party of the Force Majeure Event. Such notice shall contain details of the circumstances giving rise to the Force Majeure Event. 13.4 Should execution of the Agreement be significantly impeded for a longer period than three (3) months on account of the Force Majeure Event either Party may terminate the Agreement by written notice to the other Party. 14. TERM AND TERMINATION 14.1 Either Party may immediately terminate the Delivery Agreement by written notice in the event of any of the following: a) The other Party commits a material breach of the Delivery Agreement which is capable of being remedied but is not remedied within ten (10) days after the day upon which a written notice was served on the other party specifying the nature of the breach. b) The other Party is placed into liquidation or makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets or otherwise becomes insolvent. 14.2 Provisions contained in the Agreement that are expressed or by their sense or context are intended to survive termination shall survive the Agreement. 14.3 No action or claim of any kind relating to the Agreement may be brought or made by the Customer or Astrada more than six (6) months after the Customer or Astrada, as the case may be, first knew or should have known of the basis for the action or claim. 14.4 Upon termination of the Agreement for any reason the Customer shall have no further right to use the Software and/or Astrada Services, and shall, as instructed by Astrada, either return to Astrada all copies of the Software in the possession of the Customer, within fourteen (14) days of the date of termination, or destroy the same forthwith certifying to Astrada that this has taken place. 15. OTHER 15.1 No waiver, modification, release or amendment of any obligation under or provision of the Delivery Agreement shall be valid or effective unless in writing and signed by both Parties. 15.2 The Delivery Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which shall not be unreasonable withheld. In the event of such assignment, any permitted assignee shall assume all obligations of such Party under the Delivery Agreement. 15.3 Both Parties shall appoint a contact person who will be responsible for all queries and communications relating to the respective Parties’ execution of the Delivery Agreement. The contact persons are as specified in the Order Specification or as notified to the other Party in writing during the period of the Delivery Agreement 15.4 Where it is noted in the Delivery Agreement that a notice or notification shall be in writing, also notices by facsimile or e-mail shall be considered as written. Notices to a party of breach of contract may be invoked even if they are delayed, distorted or does not reach the recipient, given that the notice has been dispatched in an appropriate way. The dispatch of other notices is sent on the risk of the sender. 15.5 Astrada will be entitled during the term of the Delivery Agreement and thereafter to name and use the Customer as a reference in its marketing by utilising the Customer’s name and trademarks to a reasonable extent. 16. GOVERNING LAW AND DISPUTES 16.1 The Delivery Agreement shall be construed in accordance with and be governed by the laws of Sweden. 16.2 Any dispute, controversy or claim arising out of or in connection with the Delivery Agreement, or the breach, termination or invalidity thereof, shall be finally resolved by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the Institute), unless the Institute, by taking into account the complexity of the case, the value of the claims and other circumstances, decides that Rules for Expedited Arbitration of the Institute shall be applied instead. 16.3 The place of arbitration shall be Stockholm, Sweden. If the parties do not agree to use Swedish, the language to be used in the proceedings shall be English. The arbitral tribunal, the parties and their attorneys and representatives shall observe secrecy regarding the arbitral proceedings. The parties shall ensure that any witnesses and experts produced, shall sign non-disclosure agreements.