1. DEFINITIONSUnless the context or circumstances clearly indicate otherwise, the following words and phrases shall have themeanings specified below:1.1. “Agreement” means the SaaS FrameworkAgreement or quote to which this document is appended to;1.2. “Affiliated company” means with respect to any entity, any other entity that is directly or indirectly undercommon ownership or control, or otherwise closely associated with such entity in a manner that creates alegal or economic relationship.1.3. “Applicable Laws” means the laws of any jurisdiction as they apply to Mevisio in providing the Platform;1.4. “Authorized Users” means the users per Platform license that Customer has decided shall have access tothe Platform;1.5. “Customer” means the buying party specified as Customer in the Agreement;1.6. “Customer Data” means data or other information, excluding personal data, that is entered by Customerand stored in connection with the provision of the Platform with the exception of configuration documentsand Platform settings;1.7. “Documentation” means documents, specifications, limitations and other materials for the Platform asprovided by Mevisio, including but not limited to the knowledge hub currently available athttps://knowledge.mevisio.com and the requirements and restrictions for the use of the Platform thateach Authorized User is required to confirm on the first login to the Platform, currently also available athttps://mevisio.com/user-license-terms;1.8. “Force Majeure Event” means a reason of any circumstance beyond the control of Mevisio or itssubcontractors, which could not reasonably have been foreseen by Mevisio or its subcontractors prior toentering into the Agreement, including but not limited to war, fire, flood, pandemic, acts of governmentalauthority, technical infrastructure limitations, interruption in public transport, communications or generalenergy supply, or any other similar circumstance;1.9. “Mevisio” means the supplying party specified as Mevisio in the Agreement;1.10. “Order Form” means the document specifying placed orders for use of the Platform.1.11. “Platform” means the digital platform owned by Mevisio provided as a cloud subscription Software as aService (SaaS) under the Agreement; and1.12. “Terms of Service” means the terms and conditions in this document.1.13. “Third Party Software” means a software owned by a third party and licensed to Mevisio, which is used inor for the Platform and which includes AI functionality. The Customer is entitled to use the Third PartySoftware in accordance with the Agreement and other supplementary terms and conditionscommunicated by Mevisio, if any.
2. MEVISIO’S OBLIGATIONS2.1. As of the agreed date, the delivery shall include a subscription to the number of agreed Platform licensesfor the agreed applications of the Platform.2.2. Mevisio grants Customer a non-exclusive, non-transferable right to access and use the Platform during theInitial Term and any Renewal Term , solely for use by Authorized Users in accordance with the terms andconditions herein.2.3. Mevisio shall manage upgrades of the Platform, cloud operations and run backups at least once a day.2.4. Where Mevisio engages subcontractors to perform its obligations under the Agreement, Mevisio is liablefor its subcontractors´ work as if it had been performed by Mevisio itself.2.5. Mevisio reserves the right to carry out measures that may temporarily affect the availability of thePlatform if required for technical, maintenance, operational or safety reasons. Mevisio shall perform suchMevisio Terms of Service, 30th of May, 2025 2measures promptly and in a manner that seeks to limit the disruption. Customer shall be informed withoutundue delay if access to the Platform is restricted.
3. CUSTOMER’S OBLIGATIONS AND USE OF THE PLATFORM3.1. Customer shall comply with the Documentation.3.2. Customer is responsible for adding and removing Authorized Users to the Platform and for its AuthorizedUsers´ use of the Platform according to the Documentation.3.3. Customer is responsible for not providing any personal data or other sensitive information to thePlatform’s technical support AI chatbot.3.4. The Platform may only be used for Customer’s own internal business activities and operations by thenumber of Authorized Users and the Platform applications that Customer has paid for.3.5. Customer shall keep server software involved in integrations up-to-date with latest security patches andrecommendations.
4. CHANGES TO THE PLATFORM AND THE TERMS4.1. Mevisio reserves the right to amend these Terms of Service. The Customer shall be informed of suchamendments by e-mail. The Customer shall be deemed to have received such notice within two (2) weeksof the notice being sent by e-mail. Where the Customer does not accept the amendment, the Customershall be entitled, within thirty (30) calendar days from the date of dispatch of the e-mail, provided that thechanges have an adverse effect, that could not be considered as minor on the Customer, to terminate theAgreement with immediate effect. Where the Agreement is not terminated by the Customer within theaforementioned time, the Customer shall be deemed to have accepted the new Terms of Service.4.2. Meviso reserves the right to implement new versions and upgrades of the Platform including, but notlimited to, changes that effect modifications to the design, operational method, technical specifications,systems, and other functions, etc. of the Platform. Such changes shall not in a material way affect theCustomer’s data structure, reported data or other settings for the export of the data.
5. PAYMENT TERMS5.1 All invoices for any fees or charges under the Agreement are due and payable within thirty (30) days ofthe respective invoice date.5.2 In the event of a late payment, Customer shall pay interest to Mevisio equal to 1.5% per month or if less,the maximum rate permitted by law.5.3 Mevisio reserves the right to suspend the Platform on thirty (30) days' written notice in the event Customerdefaults on payments due or providing required invoicing reference, and withhold further provision of thePlatform until Customer has paid all amounts due and outstanding.6.SERVICE LEVELS6.1. Mevisio shall provide the Platform according to the agreed service levels specified in an Order Form. TheCustomer acknowledges that the agreed service levels shall not apply to Third Party Software and AIcomponents implemented in the Platform as such functionality and its accuracy cannot be entirelyguaranteed.6.2. In the event of faults in the Platform, Mevisio will use commercially reasonable efforts to seek to remedythe fault as soon as possible. Mevisio is not liable for faults caused by circumstances for which Customer isliable or other circumstances beyond Mevisio’s responsibility for the Platform. If Mevisio is in breach of theagreed service levels, Customer shall be entitled to request penalties as set forth the relevant Order Formas the sole remedy for breach of agreed service levels. Penalties are calculated on the fees attributable toMevisio Terms of Service, 30th of May, 2025 3the same period. Penalties requested by Customer shall be paid by a deduction of the amount on the nextinvoice from Mevisio, unless otherwise agreed.6.3. Notwithstanding the foregoing in this Section 6, the Customer acknowledges that certain parts of thePlatform are based on Third Party Software and AI components, and Mevisio does not take anyresponsibility towards the Customer for any infringement, incident or failure due to such Third PartySoftware, AI components or the provision of these parts of the Platform to the Customer. The Customer isnot entitled to any penalties, damages or other compensation due to Third Party Software and AIcomponents implemented in the Platform including support services based on AI. To the extent suchinfringement, incident or failure would occur, Mevisio’s obligations are instead limited to reporting theinfringement, incident and/or the failure to the Third Party Software provider and implementing anypotential and reasonable solution from the Third Party Software provider. Mevisio shall also monitor thatthe Third Party Software provider fulfills its obligations under the applicable agreement between Mevisioand the Third Party Software provider.
6. CUSTOMER DATA7.1. In the relationship between Customer and Mevisio, Customer is the holder of all rights in Customer Data.7.2. Customer represents and warrants that it has all necessary rights to provide Customer Data to Mevisio forstorage, processing and use under this Agreement. Customer shall indemnify and hold Mevisio and itsdirectors, officers, subcontractors, and agents harmless from and against, any third-party claims which iftrue would constitute a breach of this provision by Customer.7.3. Mevisio shall have the right to use the Customer’s data for the provision of the Platform and to use suchdata, in an aggregated and anonymized form, to analyze usage patterns, for statistical and benchmarkingpurposes.
7. INTELLECTUAL PROPERTY RIGHTS8.1. Mevisio and/or Mevisio's licensors hold all rights, including intellectual property rights, to the Platform andany software included in the Platform. The Mevisio name and logo, and the product names associated withthe Platform are trademarks of Mevisio and/or third parties and may not be used without Mevisio’s priorwritten consent. Nothing in this Agreement shall be interpreted as a transfer of such rights, or part thereof,to Customer.8.2. Mevisio shall defend Customer, its directors, officers, and agents (“Customer Indemnified Parties”) againstany claim, demand, suit, or proceeding made or brought against Customer Indemnified Parties by a thirdparty to the extent alleging that the Platform, or Customer Indemnified Parties’ use of the Platform aspermitted hereunder infringes or misappropriates the Intellectual Property Rights of a third party (each a“Claim Against Customer”), and shall indemnify Customer Indemnified Parties for any out-of-pocketdamages, attorney fees, costs, judgments, and approved settlement payments, incurred in defending sucha Claim Against Customer; provided that Customer:(a) promptly gives Mevisio written notice of the Claim Against Customer;(b) gives Mevisio sole control of the defense and settlement of the Claim Against Customer; and(c) provides to Mevisio all reasonable assistance, at Mevisio’s expense. In the event of a Claim AgainstCustomer, or if Mevisio reasonably believes the Platform may infringe or misappropriate, in addition toMevisio’s defense and indemnification obligations above, Mevisio may in its discretion and at no cost toCustomer(i) modify the Platform so that it is no longer infringing,(ii) obtain a license for Customer’s continued use of the Platform in accordance with this Agreement, or(iii) terminate this Agreement for convenience upon thirty (30) days written notice and refund to Customerany prepaid fees covering the remainder of the then-current term.Mevisio Terms of Service, 30th of May, 2025 48.3. Mevisio shall not be responsible to indemnify Customer in accordance with Section 8.2 to the extent theclaim of infringement is based upon:(i) use, operation or combination of the Platform with hardware, software, data, documentation or otherequipment not provided by Mevisio;(ii) Third Party Software and/or AI components implemented in the Platform including the outcome of theuse of such software and/or components; or(ii) the Platform having been altered or used in a way not authorized by this Agreement and not previouslyapproved in writing by Mevisio.
8. CONFIDENTIALITY9.1. Each Party undertakes not to disclose, without the other Party's consent, to a third party any informationregarding the other Party's business that may be considered a trade or business secret or which accordingto law is subject to a duty of confidentiality. Unless otherwise follows from law, Customer Data, thecontent of the Agreement and specifications of the Platform shall always be regarded as confidentialinformation.9.2. The confidentiality obligation does not apply to information that the Party can demonstrate has becomeknown to the Party other than through the Agreement or which is publicly known. Furthermore, theconfidentiality obligation does not apply when a Party is required to disclose such information by law,court or government order or binding stock exchange regulations. Where a Party is required to discloseinformation in such a way, it shall notify the other Party prior to disclosure and to the extent possibleensure that the receiving third party processes the information as confidential information.9.3. The confidentiality obligations set out above shall apply during the term of the Agreement and for a periodof five (5) years thereafter.
9. DISCLAIMER; LIMITATION OF LIABILITY10.1. Except as expressly provided herein, Mevisio does not make any warranties of any kind, whether express,implied, statutory or otherwise, and specifically disclaims all implied warranties, including any warrantiesof merchantability or fitness for a particular purpose, and in relation to Customers that have enteredagreement with Mevisio North America, Inc, including but not limited to warranties of title an noninfringement to the maximum extent permitted by applicable law. Mevisio does not represent or warrantthat use of the Platform will be error-free, perfectly secure, or uninterrupted, or that the Platform willmeet any of Customer’s requirements.10.2. Except in relation to breaches of confidentiality obligations, in no event shall either party have any liabilityto the other party for any lost profits, lost data, or revenues or for any indirect, special, incidental orconsequential damage however caused, whether in contract, negligence or under any other theory ofliability, and whether or not the party has been advised of the possibility of such damage. The foregoingdisclaimer shall not apply to the extent prohibited by applicable mandatory law.10.3. Except for a Mevisio’s indemnification obligations, breaches of confidentiality obligations, or grossnegligence or willful misconduct, Mevisio’s liability under this Agreement based on contract, negligence orany other theory of liability, shall be limited to a sum equal to the total fees paid under the Agreementduring the 12 months immediately preceding the event that forms the basis for the claim for damages.11.FORCE MAJEURE11.1. To the extent the performance of Mevisio's obligations under the Agreement is prevented, hindered ordelayed due to a Force Majeure Event, Mevisio shall be relieved from liability for such failure to perform itsobligations during such period of time. Should the performance by Mevisio of an obligation under theMevisio Terms of Service, 30th of May, 2025 5Agreement be prevented by a Force Majeure Event for a period of more than one (1) month, Customershall be entitled to terminate the Agreement subject to one (1) months’ prior written notice.
10. TERMINATION OF THE AGREEMENT12.1. The term of the Agreement and all applicable order forms will begin on the effective date and continue forthe duration specified therein, unless earlier terminated as provided in this Agreement12.2. Each Party may, after a written notice to the other Party, terminate the Agreement with immediate effectif the other Party:(i) has committed a material breach of the Agreement and has not rectified the breach within thirty (30)days after receipt of a written notice that is addressed to the Party in question and includes a request toremedy the breach and states that termination will result if it is not cured; or(ii) enters into bankruptcy, is subject to insolvency proceedings, goes into liquidation, suspends payment ofits debts or otherwise can be deemed as insolvent.
11. EFFECT OF TERMINATION13.1. Upon termination of the Agreement and all applicable Order Forms, a copy of Customer Data shall uponCustomer's request be returned to Customer, or to a person designated by Customer, without any unduedelay. Mevisio shall be entitled to remuneration for such work.13.2. If Customer has not within sixty (60) days after the termination of the Agreement requested a copy ofCustomer Data, Mevisio shall destroy all copies of Customer Data in its possession.13.3. Upon termination of the Agreement, regardless of reason, Customer shall cease all use of the Platform.Those provisions of this Agreement that by their nature should survive will survive any termination orexpiration of this Agreement.
12. MISCELLANEOUS14.1. NoticesNotice of termination and/or other notices shall be sent by courier, registered post or electronic messageto the other Party's contact person at the address specified by such Party. The other Party shall be deemedto have received such notice:(i) at the time of delivery, if delivered by a courier;(ii) five (5) days after dispatch, if sent by registered post;(iii) at the time the electronic message arrived at the recipient's electronic address, if sent by electronicmessage during regular business hour. If sent after regular business hours, the message shall be deemedreceived on the next business day.14.2. Entire agreementExcept as specifically provided herein, the Parties confirm that the Agreement (including its appendices)represents the entire understanding and constitutes the whole agreement between the Parties relating tothe subject matter hereof and supersedes all prior agreements (including but not limited to non-disclosureagreements), covenants, arrangements, communications, representations or warranties, whether oral orwritten, by any officer, agent, employee or representative of either of the Parties.14.3. AssignmentNo Party may assign, pledge or otherwise encumber this Agreement or any of its rights or obligationsunder this Agreement without the prior written consent of the other Party. However, Mevisio may assignthis Agreement to a group company, or in the case of a merger, acquisition, or sale of substantially all theassets of Mevisio, without the prior written consent of Customer. Notwithstanding the foregoing, Mevisiomay assign the right to accept payment under the Agreement without the prior written consent ofCustomer.Mevisio Terms of Service, 30th of May, 2025 614.4. SubstitutionIf any provisions of the Agreement, or the application of it, should be declared or deemed void, invalid orunenforceable in whole or in part for any reason, the remaining provisions of the Agreement shall continuein full force and effect. The Parties shall seek to amend such void, invalid or unenforceable provisions andthereby the Agreement in order to give effect to, so far as it is possible, the spirit of the Agreement and toachieve the purposes intended by the Parties.
13. GOVERNING LAW AND DISPUTE RESOLUTIONThe governing law and applicable forum for dispute resolution will depend on which Mevisio entity theCustomer is entering the Agreement with, as follows:15.1. Governing Law and Dispute Resolution (Mevisio North America, Inc.).In case the Agreement is entered into with Mevisio North America, Inc., it shall be governed by thesubstantive laws of the state of New York, without regard to its conflict of law provisions. Any dispute,controversy or claim arising out of or in connection with the Agreement shall then be determined byarbitration administered by the International Centre for Dispute Resolution in accordance with itsInternational Arbitration Rules. The International Expedited Procedures of the International Centre forDispute Resolution shall apply regardless of the amount in dispute. All disputes shall be heard by a singlearbitrator, unless the claim amount exceeds 25,000 USD in which case the dispute shall be heard by apanel of three arbitrators. The place of arbitration shall be New York, NY USA. The language of thearbitration shall be English. Except as may be required by law, neither a party nor its representatives maydisclose the existence, content, or results of any arbitration hereunder without the prior written consent of(all/both) parties.15.2. Governing Law and Dispute Resolution (Mevisio AB et al).In case the Agreement is entered into with any other Mevisio entity than Mevisio North America, Inc.(including but not limited to Mevisio AB), it shall be governed by the substantive laws of Sweden, withoutregard to its conflict of law provisions. Any dispute, controversy or claim arising out of or in connectionwith the Agreement shall then be finally settled by arbitration in accordance with the Rules for ExpeditedArbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitrationshall be Stockholm and the language to be used in the arbitral proceedings shall, unless otherwise agreedbetween the Parties, be English.

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