Terms and Conditions - Subscription (SAAS)

1. Introduction

These General Terms and Conditions ("GTC") govern your use of the contracted software with the modules and functions specified in the Agreement, hereafter referred to as the "Services". The Services are provided by Lime Technologies Sweden AB (Lime Technologies) or, as the case may be, a third party having provided Lime Technologies the right to sub-license any part or the Services. You buy access to the Services directly from Lime Technologies. These GTC apply between Lime Technologies and you and govern Lime Technologies's obligations to your business and your obligations as a customer and user of the Services. In the GTC certain terms appear with initial capital letters. In the event such terms are not defined directly in the text they are defined in Section 20 below.

The customer will not have access to the Services until these GTC have been accepted, which occurs in connection with the signing of the Agreement.

These GTC applies irrespective of whether the software is provided free or against remuneration.

2. Messages

Messages and information about the services is conveyed to the customer through the Service, in the Service's interface or, as the case may be, by email. Messages may also be posted on the Lime Technologies's website.

A message is deemed as delivered when it is posted on Lime Technologies's website. Examples of messages are, information about disruptions, new versions, and additional information about the software, support or changes of the terms and conditions. Lime Technologies may at its own accord also send the message via e-mail or mail. In such a case, the message is to be considered delivered when it is sent from Lime Technologies.

The message takes effect immediately, unless otherwise is stated in the message.

Message from the Customer to Lime Technologies should primarily be sent by e-mail to the address stated on Lime Technologies's website. You can also reach us, Monday to Friday 08:00 to 17:00 on the telephone number presented on Lime Technologies's website.

3. Subscription Agreement

Services are provided as "Software as a Service" (SaaS), where the customer purchases a subscription to the Services that are made available online. When purchasing subscriptions the customer is given the right to access Services and the right to use them in the manner set out in these GTC. All parts of the Services are governed by the GTC, including modules or Data or Additional Services that are added, purchased additionally or are in use at a later time.

The Customer receives a limited in time, terminable, non-exclusive and non-transferable license to use the Services in accordance with these GTC for the Customer's internal business operation subject to the payment of fees according to the current price list or as otherwise follows from the Agreement. Payment of fees according to the Agreement and fulfillment of these GTC are necessary conditions for the right to use the Services.

The Services are provided as is. The right to use the Services is not conditional of or dependent on any particular version of the Services or function at any particular time, but gives access to and the right to use the Services as provided at any given time. The provision of Services is not conditional on the delivery of future versions or functionalities, nor dependent on publications, materials or comments relating to or made by or for Lime Technologies.

Lime Technologies reserves the right to provide the Services from another country.

Lime Technologies reserves the right, in its sole discretion, to make improvements, additions and alterations, or remove functionalities or correct errors or defects in the Services. Lime Technologies disclaims any liability arising from such action. If such a change, in the unlikely event, causes functions to not work or permanently remove such functions which are an essential part of the Services, the Customer is entitled to terminate the subscription immediately. The Customer shall thereupon be entitled to proportional refund of prepaid fees in respect to the part or parts of the Services affected.

Lime Technologies reserves the right to change the terms of these GTC and other conditions for delivery of the Services with a 60 days' notice. If the Customer does not accept such an amendment, the subscription of the Services may be terminated in accordance with section 10 of these GTC. The Customer is entitled to a proportional refund of prepaid fees in respect of any Services that accordingly cannot be utilized by the Customer.

Lime Technologies has the right to subcontract the performance of Lime Technologies's commitment under the Agreement. However, Lime Technologies is responsible for the fulfillment of the contractual obligations undertaken by any subcontractors as if they had been carried out by Lime Technologies themselves.

In the event the Customer cancels the order following the signing of the Agreement but prior to first delivery of the Services, Lime Technologies shall have the right to charge the actual costs, and 25% of any entry fee and the subscription fee for the first 12 months.

The Customer is under no circumstances entitled to transfer or assign, in whole or in part, any license for the services to third parties (including but not limited to mergers and divisions, bankruptcy, change of ownership or control or to nearby company) unless Lime Technologies has given its written approval.

4. Access rights

When the Customer has agreed to subscribe to the Services and has accepted these GTC, the Customer has the right to use the Services during the subscription period for as many Users as the Customer has subscribed for. The Customer may, during the course of the subscription period, subscribe for more Users using the Services, or for the right to use Additional Services or Lime Technologies Data according to the current price list or as may be agreed between the parties.

Only Users with a paid and valid subscription shall have the right to use the Services. User licenses are issued for specific named users. User Accounts are created and managed by the Customer. User licenses may not be shared or used by more than one user. However, the Customer shall have the right to freely transfer one User license to another User. Lime Technologies reserves the right to check the number of User licenses that is used by the Customer.

Each User is responsible for confidentiality and accuracy of logins and other account information. Customer and /or User must inform Lime Technologies immediately upon unauthorized access of login information.

The Customer is aware that the use of the Services requires access to certain software, equipment and communication services required to use the Services. Such requirements are described more closely on the Lime Technologies website or communicated by Lime Technologies upon request.

The Customer or the Users shall not transmit viruses, worms or malware of any kind to the Services or when using the Services. The Services may not be used for any illegal or unauthorized purpose. The Customer or the Users will not violate any laws in the relevant jurisdiction jurisdictions, including but not limited to copyright and privacy laws, or the transmission of obscene, threatening, abusive, defamatory or offensive data to the Services.

5. Start-up of services

The Start Date occurs when Lime Technologies makes the necessary credentials, log-in information and other instructions for accessing the services available to the Customer. Additional services may be made available at a separate time, should so have or be agreed. This will, however, not affect the Start Date.

6. Limitations of Services

The maximum data storage space for the Customer in the Services is, unless there is a specific agreement, stated on Lime Technologies's website or, if no such information is available, as what is reasonable considering the actual amount of Subscription fees. The Customer may always contact Lime Technologies for a quotation on the need for additional capacity.

7. Data processing and privacy

7.1 Treatment of personal data

This Section regulates the Processor's processing of Personal Data on behalf of the Controller, and the Processor's obligation to have in place information security measures in accordance with regulatory requirements.

The following definitions shall apply to this section 7.1:

  • Personal Data: Information relating to an identified or identifiable person (data subject);

  • Data Subject: An identified or identifiable natural person. An identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.

  • Processing of Personal Data: Any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

  • Controller: The natural or legal person, public authority, agency or other body which alone or jointly with others determines the purposes and means of the processing of Personal Data. For the sake of clarity; Lime Technologies is the Processor according to these GTC.

  • Processor: A natural or legal person, public authority, agency or any other body, which processes Personal Data on behalf of the Controller. For the sake of clarity; the Customer is the Controller according to these GTC.

  • The Data Subject's Consent: Any freely given specific and informed indication of his or her wishes by which the Data Subject signifies agreement to the Processing of Personal Data.

The Agreement shall apply to all Processing of Personal Data carried out by the Processor on behalf of the Controller under the Agreement. The Processor confirms that it shall not transfer, and that the obligations of the Processor according to this Agreement are thus not applicable, such Personal Data that may be classified as sensitive Personal Data according to Art. 9.1 of the General Data Protection Regulation. In the event the Controller, in accordance with the provisions of Art. 9.1 of the General Data Protection Regulation, intends to process and transfer such aforementioned sensitive Personal Data, the nature thereof must be described by the Controller in an Appendix to the Agreement (a form for "Appendix A" is enclosed hereto). Any consequences thereof (specific measures, price etc.) shall be discussed by the Parties in good faith.

The Processor shall only process Personal Data on behalf of and in accordance with the Controller's instructions as outlined and agreed in the Agreement, given that such instructions are founded on applicable privacy legislation.

The Processor shall ensure an appropriate level of security, including with regards to the confidentiality, integrity and accessibility of the Personal Data by means of systematic, organisational and technical measures, taking into account the state of the art and cost of implementation in relation to the risk represented by the processing and the nature of the data to be protected.

The Processor is obliged to give the Controller access to information about security controls, and other measures taken by the Processor to protect Personal Data and facilitate compliance with data protection regulations. If the Controller requires information about security controls beyond the standard information made available by the Processor, the Processor may charge the Controller for such additional service and assistance.

The Processor and its staff shall observe professional secrecy and confidentiality concerning the documentation and Personal Data to which he may have access to according to this Agreement. This provision also applies after the termination of the Agreement.

The Processor will, by notifying the Controller, enable the Controller to comply with applicable privacy legislation with regards to notifying data authorities or Data Subjects about incidents as required by law. Further, the Processor will to the extent this is practicable and lawful notify the Controller of; i) requests for the disclosure of Personal Data received from a Data Subject without responding to such request unless authorised by the Controller to do so, and ii) requests for the disclosure of Personal Data by governmental authorities such as the police without responding to such request unless authorised by the Controller to do so. However, the Processor may be prohibited from notifying the Controller of requests for disclosure by governmental authorities, hereunder due to prohibitions under criminal law to preserve the confidentiality of a law enforcement investigation. The Processor will not disclose information about this Agreement to governmental authorities such as the police, hereunder Personal Data, except as obligated by law, such as through a court order or warrant. Incidents will be reported to the Controller by using the contact details provided on the first page of this Agreement. their subcontractors.

The Processor will process Personal Data solely for the purpose(s) of the Agreement, and will not otherwise process or use Personal Data for purposes other than those set forth herein or as instructed by the Controller, or disclose such Personal Data to third parties, other than sub-processors (please see below) or as required by law.

The Controller confirms that:

  • This Agreement fulfils the requirements of the Controller to have in place a data processor agreement according to data protection legislation applicable in the Controller's country of establishment.

  • The Controller shall when using the services provided by the Processor under the Main Agreements, process Personal Data in accordance with the requirements of applicable privacy legislation.

  • The Controller has legal authority to process and disclose to the Processor (including any subcontractors used by the Processor) the Personal Data in question.

  • The Controller has the sole responsibility for the accuracy, integrity, content, reliability and lawfulness of the Personal Data disclosed to the Processor.

  • The Controller has fulfilled all mandatory requirements and duties to file notifications with or get authorisation from the relevant regulatory authorities regarding the processing of the Personal Data.

  • The Controller has fulfilled its duties to provide relevant information to Data Subjects regarding its and the Processor's processing of Personal Data according to mandatory data protection legislation.

  • The Controller shall when using the services provided by the Processor under the Main Agreement, not communicate any sensitive personal data to the Processor, unless this is explicitly agreed in Appendix A to this Agreement.

  • Each party shall without delay notify the other party of any changes of contact person or of the contact information of the contact person.

As part of the delivery of services to the Controller, the Processor may make use of subcontractors. The Processor shall ensure that a subcontractor undertakes responsibilities corresponding to the obligations set out in this Agreement. The Processor can transfer Personal Data to countries where subcontractors companies are located. If subcontractors are located outside EU/EEA, the Processor shall on the request from the Controller assist the Controller in complying with its obligations to ensure the legitimacy of such a transfer, hereunder by use of transfer mechanisms approved by the EU Commission, e.g. the EU Standard Contractual Clauses, Privacy Shield, or other applicable legal ground approved by the relevant regulatory authority. The Controller can at any given time demand to receive a complete list and information of the subcontractors involved in the delivery of services to the Controller, who accepts the Processor's use of subcontractors as described above.

In general, the Processor shall fulfil the requirements for security measures stipulated in applicable privacy legislation. Documentation in this regard shall be available upon the Controller's request.

Further, the internal privacy framework developed by the Processor aims to safeguard the confidentiality, integrity and access to Personal Data. The following main measures are of particular importance in this regard:

  • Classification of Personal Data to ensure implementation of security measures equivalent to risk assessments.

  • Limit access to Personal Data by prohibiting personnel from accessing, processing and/or using Personal Data without authorisation and for purposes other than delivering the service and fulfilling the obligations according to this Agreement.

  • Manage systems that detects, prevents and reports incidents.

  • Mapping components involved in the security architecture at any given time.

  • Mapping how Personal Data is transferred between the Parties (Controller and Processor with subcontractors) and components/systems involved in the processing of Personal Data.

The Controller may audit the Processor's compliance with the privacy provisions of these GTC up to once a year. If required by legislation applicable to the Controller, the Controller may request audits more frequently. To request an audit, the Controller must submit a detailed audit plan at least four weeks in advance of the proposed audit date to the Processor, describing the proposed scope, duration, and start date of the audit. If any third party is to conduct the audit, it must as a main rule be mutually agreed between the Controller and the Processor. However, if the processing environment is a multitenant environment or similar, the Processor may at its own discretion decide, due to security reasons, that audits shall be performed by a well-renowned third party auditor of the Processors choosing. If the requested audit scope is addressed in an ISAE 3402, ISO or similar assurance report performed by a qualified third party auditor within the prior twelve months, and the Processor confirms there are no known material changes in the controls audited, the Controller agrees to accept those findings instead of requesting an audit of the controls covered by the report. The audit must be conducted during regular business hours at the applicable facility, subject to the Processors policies, and may not unreasonably interfere with the Processors business activities. The Controller shall be responsible for any costs arising from the Controller's requested audits and the Processor's assistance in this regard.

The Processor shall have the right to charge the Controller for time spent and costs arisen as a result of a Data Subject has requested the disclosure of the Personal Data of the Data Subject being processed by the Processor, erasure of such Personal Data, transfer of such Personal Data or the request for the Processor to provide relevant information to Data Subjects regarding the Processor's processing of Personal Data according to mandatory data protection legislation.

7.2 Data

The Customer holds all rights to the Data and Lime Technologies obtains no rights to the Data or any part thereof. Lime Technologies has the right during the term of the agreement to use Data to deliver services to the Customer.

7.3 Lime Technologies Data

Lime Technologies or, as the case may be, its subcontractors, holds all rights to the Lime Technologies Data, which in no event shall be exported in any form outside the Services (whether included in the Services or specifically purchased by Customer). Lime Technologies may from time to time, however, allow Lime Technologies Data to be exported to other internal software systems of the Customer. In such event there may be limitations to the amount of Lime Technologies Data that may be exported and to what systems it may be exported. Any such limitations are posted on Lime Technologies's website and shall be applicable from the time of posting. Export of Lime Technologies Data to third parties or otherwise outside the Customer's internal software systems are not allowed.

7.4 Information Collection

Lime Technologies may collect information from the use of the Service through automated data collection tools. Lime Technologies collects and uses such information with the purpose to ensure, maintain and improve products and services and for statistics and analysis of various kinds.

7.5 Collection and presentation of identification data

The Customer hereby expressly agrees that Lime Technologies may collect, view and transfer the Customer's identification data and profile information to Lime Technologies's database and share such data and information with third parties. If the Customer does not wish to be registered in Lime Technologies's database the Customer should inform Lime Technologies thereof.

7.6 Information

If not otherwise stated in these GTC, Lime Technologies will not sell, rent, rent out or in other ways make the collected Data available to third parties, except in the following situations; (i) when mandatory according to law, provision or regulation, or to respond to a final decision from the authorities or the police, such as a court order, judgement or injunction; (ii) to investigate or prevent security threats or fraud; or (iii) in the event of reorganization, merger, sale or purchase of all or part of Lime Technologies when Data may be disclosed as part of the reorganization, the merger or to actual and future buyers. Lime Technologies will in all such cases ensure that such parties observe the terms as follows here, and notify that such information has been given out.

8. Pricing and Billing

Unless otherwise stated in the Agreement, the charges and billing periods for Services follow the prices as at the time are available by Lime Technologies.

Subscription fees are normally charged three months in advance, unless otherwise specified. Such parts of the Services that have a charge per Transaction are normally charged in arrears. Lime Technologies reserves the right to change the prices for the Services for upcoming periods.

Terms of payment are normally 30 days. Other charges, such as invoice fees, are charged under the terms and conditions from time to time applied by Lime Technologies. All prices are exclusive of VAT.

Interest on delayed payment is the Riksbanken fixed reference rate plus 8 percentage points.

9. Agreement Term and Termination

Subscription applies from the Start Date. Unless otherwise stated in the Agreement, the initial term of the Agreement is twelve (12) months, after which the Agreement is automatically extended for another term of twelve (12) months at the time unless either party terminates the agreement in writing no later than sixty (60) days prior to the end of each such term.

The Customer can at any time agree with Lime Technologies to increase the number of Users. The contract periods above also includes any new Users. Compensation is based on the Start Date.

Termination of this Agreement, both in its entirety or as regards certain parts or certain number of Users, must be in writing and applies from the date Lime Technologies received the notice. Any upfront paid fees are not refundable. As a Customer, you are responsible for saving the electronic receipt of any notices, which normally is sent to the customer via email.

Upon termination of the subscription, the Customer's access to the Services will be locked after the last active subscription day.

The Customer can reduce the number of Users only after the initial term expires. If you wish to have the subscription include fewer Users, such reductions must be notified in writing no later than 60 days prior to the end of the term.

If the Customer wishes to export its Data, this shall be done before the last day of active subscription. Should the Customer require Lime Technologies to assist with such exportation, Lime Technologies will assist, subject to payment of the current consultancy tariff according to the price list. After the last day of active subscriptions the Data in the service may be deleted and it is up to the Customer to save information in other ways.

A terminated Agreement may be renewed. Such renewed agreement automatically starts with an initial fixed term of twelve (12) months. In such event, the Customer understands that any Data in Lime Technologies's systems may have been deleted as a consequence of mandatory data protection laws.

10. Early termination

Lime Technologies can terminate this Agreement with immediate effect if the Customer is in delay with the payments of Fees, becomes insolvent, bankrupt or otherwise unable to fulfill its payment obligations or if the Customer commits any material breach of this agreement. In such event Lime Technologies shall have the right to close down the Services with immediate effect.

11. Availability

Lime Technologies shall provide a safe delivery of Services to the Customer. Services are normally available via the Internet 24 hours per day, seven days a week. Lime Technologies (and their subcontractors) shall, however, have the right to temporarily close the Service should Lime Technologies consider it necessary for technical, maintenance, operational or safety reasons. The Customer shall, if possible, be notified in advance in respect of any planned outage because of system maintenance. See Lime Technologies's website for planned operation and maintenance shutdowns.

Unplanned down-time may occur. In as far Lime Technologies is responsible for it and can affect it, Lime Technologies shall make commercially reasonable efforts to limit such down-time to a minimum.

12. Security

Lime Technologies aims at providing safe and reliable services, and strives at all times to provide adequate administrative, physical and technical security. Lime Technologies performs regular backups to ensure that Customer Data is stored safely. In the event of large-scale user-mistakes there is a possibility to send a request to Lime Technologies for the restoration of the last made backup at an additional cost.

13. Support

Lime Technologies constantly develops its products in order for the Customers to have access to an as good Service as possible.

The subscription ensures that the Customer has access to the latest versions of the software and also is entitled to support.

As a part of the Service, the Customer has the right to administrative support related to problems with the product.

Unless otherwise agreed, Lime Technologies provides product support via Internet, e-mail, chat and phone, currently Monday to Friday 08:00 to 17:00. Support questions via e-mail are normally answered the next business day. Support issues received via telephone are prioritized after arrival.

The open hours of the support may change and the day before national holidays Lime Technologies reserves the right to keep the support closed. In such event, it will be posted on Lime Technologies's website.

Support means help when there is a problem with standard products from the range of products provided by Lime Technologies.

Support for customer-specific adjustments to the Services of the Customer is provided within the guarantee period of three (3) months, then such customer-specific adjustments is handled by Lime Technologies's consultants according to current consultancy tariff. What is meant by customer-specific adjustments follows from the Agreement or subsequent consultancy agreements.

Lime Technologies's obligations does not include to give instructions or educate the User if the necessary information is available in the Services' help texts, work flows on the Internet or in other media, to make customer-specific adjustments in the Services, remedy errors that occurred because of the actions of others than Lime Technologies, careless or improper handling, remedy defects caused by a product or service from a third party connected to the Services or remedy errors caused by faults in the Customer's technical equipment or errors caused by harmful code. Furthermore Lime Technologies is under no obligation to repair faults in the network, operating system or other software provided by third parties. Accordingly, support does not include Windows, MS Office, printer or e-mail software, etc.

All support efforts by Lime Technologies should be reasonable proportion to the subscription fee.

14. Intellectual Property Rights

Lime Technologies - or its licensors - is the sole owner of all intellectual property rights (IPR) related to the Services. IPR includes but is not limited to copyrights, patents, trademarks, trade names, designs and product designs, source code, databases, Lime Technologies Data, business plans and know-how, whether it is registered or not. All documentation, including manuals, user guides, or other written, electronic or non-electronic, descriptions of how the Services are established and used (Documentation) is considered part of the Services and is subject to the same restrictions. All copyrights, trademarks, registered trademarks, product names, company names or logos mentioned in the Services or in connection with the Services are considered the property of the respective owner.

Lime Technologies claims no intellectual property rights or proprietary rights of any kind, to the Data owned by the Customer that is transferred to the Services.

If Lime Technologies provides products licensed from another supplier than Lime Technologies, such other provider's license terms applies before these GTC.

The service may be integrated with applications, websites and services from third parties ("Third Party Applications"), in order to make the content, products and/or services available to the User. Such Third Party applications may have their own terms of use and privacy policies and the use of such Third Party Applications are governed by and subject to such terms and privacy policies. Lime Technologies does not endorse and is not responsible for the behavior, functionality or content of any Third Party Application or any transaction between the user and the provider of such Third Party Applications.

In the event the Customer infringes Lime Technologies's or its licensors' IPR, or use the Services in a manner inconsistent with these GTC, the Customer shall pay an amount equal to the greater of the equivalent of the Subscription fees for five years in respect to the current licenses or an amount corresponding to the actual damage. The Customer acknowledges that Lime Technologies can suffer irreparable damage in case of intrusion or damage to the IPR, and that Lime Technologies or its licensors shall be entitled to use all reasonable steps to protect its commercial interests, and their property, including all possible measures by law. The corresponding shall apply if the Customer unauthorized has obtained, or has tried to obtain, Lime Technologies Data.

15. Third Party Claims

Lime Technologies shall defend the Customer against claims or proceedings in which a third party has submitted a claim that the Customer's use of the Services infringes any third party's patent, copyright or other intellectual property right. The Customer shall immediately notify Lime Technologies if such a claim has been made. Lime Technologies shall, to the extent Lime Technologies is responsible, hold the Customer harmless for any costs, fees, damages, expenses or losses suffered by the Customer under a court decision or settlement including attorney's fees, provided that the Customer cooperates with Lime Technologies on the reasonable expense of Lime Technologies and that Lime Technologies shall have full control over the legal process and or settlement, and that the settlement frees the Customer from all liability. Lime Technologies may, at its sole discretion (i) modify the Services so that they are no longer in conflict, (ii) replace such part of the Services with a functionality equivalent to the Services subject to the claim, (iii) obtain a license for the Client's continued use of the Services, or (iv) terminate the Agreement and refund of any subscription fees paid in advance for subscription periods exceeding the day of termination. The Customer is not entitled to make any other claims against Lime Technologies as a result of the Services third party rights.

The above said shall not be applicable if the Services have been used in violation of these GTC or if claims arise as a result of modifications, integrations or customer-specific adjustments to the Services not performed by Lime Technologies.

The Customer shall defend Lime Technologies against any claim where a third party submits a claim based on that Customer Data or use of the Services is in violation of these GTC in conflict with or infringes a third party's patent, copyright or other IPR, or in violation of applicable laws.

Lime Technologies shall immediately notify the Customer of any such claim. The Customer shall indemnify Lime Technologies for all costs, fees, damages, expenses or losses that Lime Technologies suffers according to a court judgment or settlement, including attorney's fees, provided that Lime Technologies cooperates with the Customer at the Customer's expense, and gives the Customer full control over the legal process and / or settlement, and that the settlement relieves Lime Technologies from any responsibility.

16. Secrecy

Each party undertakes to not disclose or use any information regarding the other party's activities that may be regarded as business or professional secrets or which by law is covered by confidentiality ("Confidential Information") to any third party without the other party's prior written consent.

Each party is responsible for their respective employees' and consultants' adherence of this provision and shall enter into confidentiality agreements with such persons or entities or take other appropriate measures to ensure the confidentiality of any Confidential Information.

The party's confidentiality under the Contract applies for the duration of the Agreement and for a period of five (5) years following the Agreement has been terminated or expired.

17. Limited Warranty

Lime Technologies guarantees that the Services will function essentially as described. The Customer and Lime Technologies agree that the Services and the delivery thereof are not completely free of errors and that the performance improvement is an ongoing process. The Customer understands and agrees that the Services are delivered "as is" and is used at the Customers own risk.

Lime Technologies does not guarantee that the Services are fit for the Customer's purposes, that they function properly with the Customer's choice of equipment, systems or preferences or that it is not interrupted or is free of errors. The Customer is responsible for Third Party Applications such as web browsers, PDF-readers, toolbars, anti-virus software and that firewalls are installed properly and allow traffic to the websites referred to by the Services. Furthermore, it should be noted that the use of the Internet to use the Services are neither installed, maintained nor established by Lime Technologies, and that Lime Technologies does not have control over the Internet. Accordingly, Lime Technologies is not responsible for interruptions or disruptions in the operation of any part of the Internet, and is not responsible for any regulation of the Internet. Lime Technologies shall take all reasonable measures to correct and prevent such events; Lime Technologies, however, does not guarantee that no such interruptions can occur. Lime Technologies is not responsible for the performance of Internet services or how Internet providers perform their services.

If the services are not functioning in accordance with the above limited warranty, Lime Technologies shall correct all found errors or flaws in the Services at their own expense. Lime Technologies addresses notified errors in the Services that in a serious way affect the function of the Services for the Customer, as soon as possible. Lime Technologies reserves the right to determine when and how an error will be corrected and when and how an action should be performed. Lime Technologies will correct errors that do not seriously affect the Customer's use of the Services and/or functionality of the Services, at the earliest at the next official version of the Services.

Lime Technologies disclaims any responsibility for any faults or errors in the Services other than as specifically warranted herein above.

Links to web pages not owned or controlled by Lime Technologies that appear in Services or consequent pages or documentation are provided for convenience only. Lime Technologies is not responsible for such websites.

If any part of these GTC is deemed to be invalid, it shall not affect the validity of other any provisions herein. The provision shall in such cases be replaced by a provision which, as far as possible, achieves the purposes of the original provision.

18. Limitation of Liability

Lime Technologies shall in no case be liable for the contents or loss of Data.

If Lime Technologies is liable for payment of any compensation, in the form of damages or otherwise, to the Customer as a result of a breach of any obligation following from the Subscription agreement, such compensation shall in no event include compensation for indirect or consequential loss, including but not limited to loss of Data, loss of production, loss of revenue or profit, or third party claims, even if the Customer has been advised of the possibility of such loss. Lime Technologies's liability under these GTC is limited to direct damage, except where otherwise is stated by mandatory law, such as in terms of damage caused by gross negligence or wilful intent. All refunds or compensation for direct damage or direct losses and expenses shall in no event exceed an amount corresponding to 12 months' subscription fees actually paid for Services under such period preceding the day the damage or loss occurred.

Neither Lime Technologies nor the Customer shall be liable for any delay or interruption of their obligations caused by, or derived from, a force majeure events, such as earthquake, riot, labor dispute or any other such event that is beyond the reasonable control of Lime Technologies or the Customer.

In the event that any law, ordinance or regulation relating to the Services or the delivery thereof is changed, or new legislation or regulation becomes effective after the Service has been made available on the market, that prevents Lime Technologies from fulfilling instructions from the Customer or Lime Technologies's obligations under these GTC, and/or requiring that the Service is closed, totally or partially, for a specified period or for an indefinite period, it shall be deemed to constitute a force majeure event. Lime Technologies is in no case liable for any force majeure events. In such cases the Customer will be compensated for any prepaid subscription fees for the affected Service. In addition thereto, the Customer is not entitled to make additional claims on Lime Technologies.

Lime Technologies will show due care for the secure transmission of information between the Customer and the Services. However, the Internet is an open system and Lime Technologies does not guarantee that a third party is unable to take possession of or change Data transfers of Data. Lime Technologies does not assume responsibility for any disclosure or loss of Data in connection therewith.

19. Dispute resolution and applicable law

The parties' rights and obligations shall be entirely governed by Swedish law. The parties shall try to resolve amicably any disputes concerning the interpretation of these GTC or use of the Services. If a dispute cannot be resolved this way, the dispute shall be settled by arbitration administered by the Stockholm Chamber of Commerce Arbitration Institute (the Institute). If the disputed value does not exceed SEK 100,000 the Institute's Rules for Expedited Arbitration shall apply. If the disputed value exceeds SEK 100,000 the Arbitration Rules of the Stockholm Chamber of Commerce Arbitration Institute shall apply. If the disputed value is between SEK 100,000 and SEK 1,000,000 million the Arbitral Tribunal shall consist of a sole arbitrator. If the disputed value exceeds the value of SEK 1,000,000 the Arbitral Tribunal shall consist of three arbitrators. The disputes value includes the claims made in the Request for Arbitration and any counterclaims in the Respondent's reply to the Request for Arbitration.

20. Definitions

User: An individual typically employed by the Customer, to whom the Customer has granted the right to use the Service for Customer's own internal business purposes.

User account: A common term that refers to Customer's Users, Data and other information related to the Customer's use of and access to the Services.

Data: All data transmitted by the Customer to or from the Service when the customer uses the Services in order to be processed in the Services.

Lime Technologies Data: All data owned by Lime Technologies or its subcontractors that are accessible for the Customer in the Service, including but not limited to information made available by Bisnode.

Customer: The legal or individual person that is specified in invoice from Lime Technologies and who signs the Agreement with Lime Technologies which includes these GTC.

Start Date: The date the delivery of Services should be started in accordance with what is stated in the Agreement. On or before the Start Date Lime Technologies provides login information or other instructions for the Customer to be able to access the Services.

Additional Service(s): Separate individual features or functional package that the Customer can use against typically separate fees per transaction.

Terms and Conditions - Consulting Services (AV-K)

Introduction

These Terms and Conditions (AV K) regulate situations when the client uses Lime Technologies Sweden AB (Lime Technologies) for performance of consulting services in connection with Customer's use of any system delivered by Lime Technologies their modules and partially or fully integrated add-on services. Consulting services can for example consist of installation and/or installation of systems, performing customizations or integration with other systems (service).

Scope of Service

Lime Technologies shall perform the services set out in terms of reference which consist of a description of the task you wish Lime Technologies to do (the assignment), a timetable for when the task needs to be done and, if applicable criteria for acceptance. The assignment description must be approved by both parties and shall be attached to the agreement. If the Assignment description and the AV-K consists of conflicting information, then AV-K shall have precedence.

In cases where the assignment description is missing, the corresponding information provided in Lime Technologies offer to the customer regarding the assignment apply.

Lime Technologies and the client shall each appoint a contact person who is authorized to represent each party in respect of all matters arising in connection with this Agreement.

Service implementation

The Parties shall cooperate and consult on the service's performance.

Lime Technologies will implement the service using suitable, qualified and competent employees and in a professional manner.

Lime Technologies may employ a subcontractor for provided service. In such cases, Lime Technologies is responsible for the consultant's work as for his own.

The Customer shall provide access to such software, communications equipment and services required for the service implementation. These are shown on the Lime Technologies website or communicated by Lime Technologies upon request.

Warranty and Guarantee limit

Lime Technologies guarantees that the result of the Services (result) will work essentially as described in the assignment description or as otherwise what the customer can reasonably expect. The Customer and Lime Technologies agree that the result is not entirely free from errors and that improvements in outcome may be necessary.

If the result does not operate in accordance with the above limited warranty, Lime Technologies shall correct all errors or flaws in the result at their own expense. Lime Technologies addresses notified errors in the result that in a serious manner affect function in the result, as soon as is possible. Though Lime Technologies reserves the right to determine when and how an error will be corrected and when and how an action is to be performed.

This limited warranty is valid for three months from the time the result has been approved by the customer. Thereafter any corrected errors or omissions in accordance with applicable consultancy tariff apply.

Acceptance test and acceptance

In events that the parties agree that there should be an acceptance test and a formal approval of the Services and Results the following shall apply:

Lime Technologies shall within ten (10) days before the date for submission specified in the schedule of the assignment description give the customer an opportunity to check that the criteria stated for the Result are met in the assignment description for approval.

The customer shall be deemed to have accepted the result if: (i) the customer has stated that the criteria for acceptance of Results are fulfilled and thus has approved the Result (ii) the customer has failed to accept the result without valid reasons, (iii) the customer has not completed the acceptance test prior to appointed day of submission despite that Lime Technologies has announced the result is waiting for acceptance testing, (iv) the Result meets the criteria for approval after the remediation of client's legitimate objections or (v) the customer has taken the Results into use in their operations.

If the parties have not agreed on the procedure for the acceptance test above, the result is considered approved if the customer can take the Results into use.

Delay

In the event that the parties have agreed on a date for submission of Results in the Assignment description (i.e. the date when the results will be accepted) and such submission has not taken place for reasons attributable to Lime Technologies, the customer is entitled to liquidated damages from the third week after the agreed date for submission. Liquidated damages will be 0.5 percent of the total consultancy fee for the delayed assignment for each completed week of delay. Liquidated damages can maximum be paid for 20 weeks. If the Results are not accepted when the maximum penalty has been paid, the customer is entitled to cancel the assignment and get a price reduction on the fee to the extent that Results cannot reasonably be used by the customer.

If the day for submission of the result has not been specified, shall the submission take place within a reasonable time, with regard to Lime Technologies’s workload and staffing, special difficulties in the assignment, the client’s co-responsibility and other unforeseen circumstances that may cause delay.

This section 6 makes up the entire regulation of penalties for any delay from Lime Technologies page.

Responsibility

Lime Technologies is responsible for restrictions below for any damage Lime Technologies may cause due to negligence.

Lime Technologies’s liability under AV is limited to direct damage, except where otherwise stated by mandatory laws, such as in terms of damage caused by gross negligence or intent. All refunds and compensation for direct damage and direct losses and expenses during each 12-month period shall not exceed an amount equivalent to the fees for services rendered to the customer the six months preceding the day on which the Customer presented his claim. Such refund or replacement can also not exceed a base amount according to Chapter 2. Section 6 Social Security Code.

If Lime Technologies is held liable for payment of compensation to the customer as a result of a breach of any obligation as follows of these AV-K, such replacement during no circumstances contain replacement indirect loss or consequential, extensive but not exclusively loss of data, loss of production, loss of revenue or profit, or third party claims. Lime Technologies's liability is limited to direct damage, except where otherwise stated by mandatory law, such as in terms of damage caused by gross negligence or intent.

Neither Lime Technologies nor the customer is liable for any delay or interruption of their commitments caused by, or derived from, force majeure events, such as earthquake, riot, labor conflict and other events that are out of Lime Technologies’s or the customer’s control.

If Lime Technologies has been negligent in performing the service, resulting in an error, Lime Technologies will without undue delay, if practically possible correct the defect. That remedy need not be done if that remedy would involve unreasonable expense or inconvenience in relation to the significance of the fault of the customer.

The customer should, in order to claim fault or negligence regarding the above, make a claim for compensation or remedial no later than three (3) months after the customer discovered or should have discovered the basis for the claim. Thereafter the wrong is remedied under current consulting rates.

Rights

If Lime Technologies, as part of the assignment, develops any intellectual property right, the ownership of such intellectual property rights remain to Lime Technologies. The customer receives, however, an unlimited time, non-exclusive, non-transferable free license to use such intellectual property in their own operations, as defined in the assignment.

Infringement of intellectual property rights

Lime Technologies shall hold the customer indemnified if a requirement should be directed to the customer due to the customer's use of such intellectual property rights referred to in paragraph 6 above. This commitment applies only if the customer without delay informs Lime Technologies of the requirement and that Lime Technologies receives right to exclusive control the defense and possible settlement.

Third Party Products

If Lime Technologies in connection with the assignment receives products under license from another supplier than Lime Technologies then the other provider's license apply ahead of AV-K.

Pricing and billing

Unless otherwise specified in the contract, the customer must pay compensation as invoiced by hourly rate and other compensations resulting from the agreement. If fees have not been agreed then it follows fees for services in the price list that is available on Lime Technologies’s current website.

In addition to fees, Lime Technologies is entitled to reimbursement for expenses, per diem, travel and accommodation costs.

Lime Technologies is entitled to a maximum of twice a year to change the hourly rate and other payments under this AV-K. The right to change the fee does however not apply to assignments started where the fee agreed is in a particular order. If the fees changed exceed the Labour Cost Index for the officials, the private sector (LCI tjm) the customer has the right to terminate the agreement as of the date the changed fees come into effect.

If the customer cancels a pre-booked visit by consultants with less than 3 days’ notice, Lime Technologies reserves the right to charge the actual costs, and 50% of the cost of the cancellation of the consultation.

Unless otherwise agreed, the monthly billing period, or after completing assignments and terms of payment are normally 30 days. Fees, such as invoice fees, charged under the conditions at the time applied of Lime Technologies. VAT will be included on available prices.

Delay interest is of Riksbanks established reference rate plus 8 percentage points.

If the customer is in arrears with payment Lime Technologies reserves the right to suspend work in progress until payment of left over invoices has been fully completed. In such cases, Lime Technologies is also entitled to charge compensation under this point’s fourth paragraph.

Agreement Term and Termination

The agreement is valid from the date of signature and is valid until further notice. Either party can at any time during the term in writing terminate the agreement with 30 days’ notice.

Lime Technologies cannot however terminate the contract during an assignment unless the customer is in arrears with payment of the overdue bill or have been guilty of any breach.

The parties may terminate this Agreement with immediate effect if counterparty is insolvent, bankrupt or for other reasons cannot be assumed to fulfill their obligations. The parties then have the right to immediately stop the ongoing delivery of services.

Contracting Parties and applicable law

The parties' rights and obligations shall be entirely governed by Swedish law. Disputes regarding the interpretation of this AV-K, the parties shall try to resolve amicably. If the dispute cannot be resolved in this way, the dispute shall be settled by arbitration administered by the Stockholm Chamber of Commerce Arbitration Institute (the Institute). If the dispute does not exceed the target value of SEK 100 000 the Institute's Rules for Expedited Arbitrations shall apply. If the dispute exceeds SEK 100 000 the Arbitration Rules of the Stockholm Chamber of Commerce Arbitration Institute apply. If the dispute is an amount between £ 100 000 and £ 1 million the Arbitral Tribunal shall consist of a sole arbitrator. If the dispute exceeds a value of SEK 1 000 000 the Arbitral Tribunal will consist of three arbitrators. The dispute objects value includes the claims made in the request for arbitration and any counterclaims in the respondent's reply to the request for arbitration.

Updated 2018-02-16