General agreement between customer and Linserv AB

1 Introduction

These general terms and conditions apply to Linserv's provision of services, as defined in the agreement on IT Services, entered into between Linserv and the Customer (hereinafter the Service).

These general terms and conditions and the agreement on IT Services, including appendices, entered into between Linserv and the Customer are hereinafter collectively referred to as "this Agreement" or "the Agreement".

When buying or renting computer equipment or software via Linserv, the underlying hardware or software supplier's and manufacturer's terms and conditions apply and Linserv's liability towards the Customer can thus in these cases never include more than the supplier's / manufacturer's liability towards Linserv. The same applies to other third-party products, which Linserv provides in connection with or as part of the Service. Products and equipment remain the property of Linserv until they are paid in full.

The definitions set out in the Agreement shall, except where so clearly not intended, have the same meaning throughout the Agreement.



2. Terms of payment.

Unless otherwise stipulated in the customer agreement, invoicing takes place monthly in advance for fixed fees (operations, licenses, support agreements and the like) and in arrears for ongoing hourly debits with a due date no later than thirty (30) days from the invoice date. In the event of late payment, Linserv has the right to charge interest on arrears in accordance with law and to charge a reminder fee and a collection fee.

All agreements (unless another period is stipulated in the agreement) have a term of twelve (12) months from the first invoice.

All fees and other fees are stated excluding VAT and any other taxes and fees now and in the future on the Service.

Payment must be made in Swedish currency to the bank or postal giro account stated on the invoice. When paying, the invoice number and the Customer's name must always be stated.

If the Customer considers that an invoice is incorrect, this must be reported within fifteen (15) days from the invoice date. If a complaint against an invoice has not been made within this time, the Customer no longer has the right to claim any error against Linserv.

For the Service, the fees specified in the Agreement apply. In the case of work requested by the Customer outside normal working hours, the following applies:

  • Weekdays 18.00 - 22.00 hourly price * 1.5

  • Weekdays 22.00 - 07.00 hourly rate * 2.0

  • Saturday / Sunday and weekends hourly rate * 2.0

  • Holidays hourly price * 3.0.

Unless otherwise stated in the Agreement, as normal working hours, eight hours per day apply on weekends during the time period 08: 30–17:30.

Unless otherwise specifically agreed, Linserv is entitled to compensation for actual travel expenses and, in the event of an overnight stay, regular allowances. Travel time is charged.

Linserv reserves the right to change fees and fees if changes in legislation, credit, monetary, monetary policy or other government action cause them to take effect immediately.

Linserv reserves the right to annually update the fee for the Service on 1 January corresponding to the increase in SCB:s IT Consultant Index.



3. Linserv AB - commitments

Linserv undertakes the rights to deliver the Service to the Customer in accordance with the terms set out in this Agreement.

  • The content of the service is stated in the specifications made in the agreement on IT Services and its appendices.

  • Linserv shall perform the Service with qualified and competent employees for the purpose and sufficient resources.

  • Linserv undertakes to only process personal data in accordance with the Agreement.

  • Linserv shall appoint a contact person for the Customer. The contact person's name and contact details are stated in the Agreement, change of contact person must be notified in writing.

  • Linserv shall appoint a contact person for the Customer. The contact person's name and contact details are stated in the Agreement, change of contact person must be notified in writing.

  • Linserv undertakes the rights to maintain a consultancy liability insurance customary for the industry during the term of this agreement.



4. Customer commitments

The Customer undertakes the rights to provide Linserv with access to the premises, equipment and software at the Customer's that are necessary for Linserv to be able to fulfill its obligations under this Agreement in a timely manner. In the same way, the Customer shall, without claim for compensation, provide Linserv with such information, assistance and documentation regarding the Customer's IT system and IT structure and its integration with the Service that is necessary for Linserv to be able to fulfill its obligations under this Agreement. The customer shall perform these obligations with qualified and competent 4. employees and sufficient resources.

The Customer is responsible for errors or deficiencies in equipment and software etc that are owned or otherwise provided by the Customer. Linserv is in no case obliged to have insurance regarding equipment or software provided by the Customer or otherwise provided.

The Customer undertakes not to make unauthorized intrusion into Linserv computer resources, nor other computer resources, which are connected to Linserv's computer resources and to never destroy information or functions provided in the Service.

The services included in the Service may in no case be used in such a way that damage or intrusion occurs for Linserv or third parties.

If the Customer's use of the Service causes damage or inconvenience to Linserv or third parties, the Customer is solely responsible for such damage or inconvenience.

The customer is responsible to Linserv for all end users' documents.

The Customer undertakes the rights to comply with applicable laws and regulations in all respects when using the Service, including the Data Act, the Personal Data Act and other applicable provisions.

The Customer owns and is responsible for all data and information, which the Customer handles or publishes within the framework of the Service. It is the Customer's responsibility to ensure that the Service is not used in such a way that it may be perceived by users as offensive, offensive or otherwise inappropriate. Examples of such exploitation are so-called email bombing and all measures that take place unauthorized or that are illegal.

There must always be an agreement directly between Linserv and the owner of a domain name, under which web pages or other type of information is published via the Service. Each web page must clearly state which organization is the web owner and responsible for the publication of the pages.

The customer is always responsible for all material published on a website; this regardless of whether design etc is outsourced to third parties.

The Customer is responsible in all respects for the material published via the Service and that this is in accordance with good journalistic practice. In the event that Linserv finds that material published by the Customer in any respect does not correspond to these requirements, Linserv has the right to remove the material in question pending clarification as to whether good journalistic practice has been followed or not.

The customer must appoint a contact person for the contacts with Linserv. This contact person shall have the right to make binding decisions and receive notifications from Linserv within the framework of this Agreement. When changing contact person, the Customer must notify Linserv in writing.

The customer undertakes the rights not to employ or otherwise engage any person who is, or during the last twelve months has been employed by Linserv, for a period of one (1) year from the termination of the assignment. In the event that the Customer breaches this obligation, the Customer shall pay compensation to Linserv in five (5) price base amounts in accordance with the act (1962: 381) on general insurance per person to whom the breach of contract relates.



5. Licenses

Unless otherwise expressly agreed, the Customer is responsible for all required licenses regarding such software etc that the Customer uses in its use of the Service, eg user licenses, server licenses, etc. regardless of whether the Service is provided via Linserv's equipment or via the Customer owned or otherwise provided equipment. The Customer is also responsible for ensuring that the current licenses allow Linserv to perform operation of the Customer's equipment and software.

If it has been agreed between the Customer and Linserv that Linserv is responsible for any of the above-mentioned licenses, the conditions that the original licensor applies regarding the relevant licenses shall apply to these licenses. In the event that the original licensor changes pricing, etc. regarding licenses, which are provided to the Customer by Linserv, Linserv shall, with thirty (30) days' notice, have the right to adjust its prices, etc. regarding the current licenses in relation to the Customer. The original licensor shall also have the same right vis-à-vis the customer in respect of licenses ultimately provided by the licensor, as the licensor's license terms and this Agreement otherwise give Linserv in this regard.

The Customer is also obliged to upgrade client licenses and other required licenses immediately upon Linserv's request in the event that the software included in the Service is replaced or changed by Linserv.



6. Customer-placed equipment

Linserv has the right to place with the Customer such computer / network equipment that may have to be located in the Customer's premises in order for Linserv to be able to provide the Service in an efficient manner.

In the event that an agreement has been reached between Linserv and the Customer that the Customer shall be responsible for replacing backup tapes regarding customer-placed equipment, Linserv shall not have any responsibility for backup tapes until the tapes have been handed over to authorized personnel at Linserv. Linserv shall also not have any responsibility for any missed backup as a result of the Customer not handling the replacement of the backup tape in a satisfactory manner. In no case is Linserv responsible for the contents of the backup tapes.

The space at the customer where Linserv places the server and any other equipment must be locked and Linserv must be given access to the space when requested.

The customer is responsible for ensuring that the space at the customer where Linserv places equipment has the required power supply, network socket and a cooling system which means that the temperature never exceeds 23 degrees Celsius.

The customer does not have the right to take any measures with equipment belonging to Linserv or someone who provides the equipment to Linserv without Linserv's approval.



7. Reduction of fees

If Linserv and the Customer have agreed on a reduction of fee in the event of deviation from specified service levels, such reduction of fee constitutes the Customer's only compensation and the Customer is thus not entitled to apply any other sanctions with regard to operational interruptions or other deviations from specified levels or measures.



8. Force majeure

A party is not obliged to fulfill obligations if its fulfillment is made more difficult as a result of a strike (both contractual and non-contractual), other labor dispute, illness, storm, thunder, flood, fire, war, rebellion or riot, law, seizure, error in telecommunications / data connections or other communication, delayed delivery from a subcontractor or as a result of another circumstance which at the conclusion of the agreement could not reasonably be foreseen. If the circumstance has lasted longer than three (3) months and the fulfillment of the agreement is significantly affected, each party has the right to terminate the agreement by written notice to the other party without written notice with immediate effect.



9. Responsibility

In addition to what is stated in section 7, Linserv is not responsible for errors or damage that occurs to the Customer due to his connection to the Service unless Linserv caused the damage as a result of gross negligence or intent.

Linserv is not responsible in any case for indirect damage, loss of profit, damage to third parties or other consequential damages, nor loss of data.

Linserv is also not liable in any case for damages due to errors or actions attributable to subcontractors or other external parties.

Finally, Linserv's liability for damages per claim is in all cases limited to ten (10) times the price base amount applicable at the time of the claim in accordance with the Act (1962: 381) on general insurance, however a maximum of one million (1,000,000) kronor per calendar year. Serial damage is an injury.

If the Customer has not claimed liability within one (1) month from the time of the damage, the Customer no longer has the right to claim responsibility from Linserv due to the alleged damage.



10. Ownership of information

The Customer has all rights regarding the data and the information that the Customer makes available to Linserv in connection with the Service's provision and to the result of the processing of data that Linserv's provision of the Service entails. However, Linserv has the right to dispose of such data and information to the extent necessary for the performance of the Service.

A party is responsible for ensuring that the party's software does not infringe on another's intellectual property right. The party shall indemnify the other party for infringement of the third party's intellectual property rights in the first party's software. In the event that a third party claims that the use of the party's software is contrary to the rights of a third party, the party shall be responsible for obtaining the necessary rights or obtaining other software without overheads or operational disruptions for the other party. In addition to what is stated in this paragraph, a party shall not have any liability towards the other party as a result of infringement of the intellectual property rights of third parties.



11. Privacy

Neither party has the right to disclose information to third parties without the other party's prior written consent, which a) is protected under the Trade Secrets Act (1990: 409) or b) concerns the other party's customers or c) for other reasons is normally to be regarded as confidential, unless this is required for the fulfillment of a party's obligations under this Agreement. The obligation of confidentiality does not apply to information that is generally known.

It is the responsibility of each party to ensure that this secrecy provision is also observed by the party's personnel or contractors hired.

The secrecy provision applies without limitation in time.



12. Premature termination

If no other period is stipulated in the agreement, all agreements for support, operation or licenses are valid for 12 months from and including the first invoice.

If a party materially violates the provisions of this Agreement and fails to make corrective action within three (3) weeks of the request, the non-defaulting party shall have the right to terminate this Agreement immediately.

A party also has the right to terminate the agreement to immediate termination if the other party is declared bankrupt, enters into composition negotiations, is the subject of corporate reorganization or for some other reason may be considered insolvent.

Linserv always has the right to terminate the agreement and or close the Service in the event of more than two (2) weeks delay in payment of invoice.



13. Effect of termination of the agreement

Upon termination of the agreement, Linserv shall provide the Customer with equipment, software and information to the Customer.

Linserv also undertakes to assist the Customer to a reasonable extent upon termination of the agreement in the transfer of services, equipment and information to another party designated by the Customer, whereby Linserv shall, however, be entitled to compensation for its work in this part according to Linserv's current price list.

Upon termination of the agreement, the Customer shall also have the right, where possible with regard to third parties, to take over such equipment, software, leasing agreements, etc. that Linserv has acquired within the framework of the Service only on behalf of the Customer.



14. Transfer

The Customer does not have the right, without Linservs' prior written consent, to transfer, assign or in any other way transfer its rights or obligations under this Agreement to anyone else.



15. Recruitment of subcontractors

Linserv has the right to hire subcontractors to fulfill its obligations under the agreement.



16. Messages

Notices which, in accordance with the provisions of this Agreement, shall be in writing shall be sent by registered letter to the address of a Party, as set out in the preamble to this Agreement. The notice shall be deemed to have been received by the party three (3) days after it was sent.

Notifications of planned outages or system maintenance shall be notified by E-mail to the contact person appointed by the Customer.



17. Dispute

Disputes arising out of the interpretation and application of this Agreement and the related legal relationship shall be decided by a Swedish general court and tried in accordance with Swedish law.