STRIA CODE General Terms

Effective from: [DATE]
Supplier: STRIA CODE, company reg. no. [REG. NO.], Klippgatan 20, 171 47 Solna, [email protected] ("STRIA")

These Terms apply only between businesses. The Services are not offered to consumers.

If the Swedish and English versions conflict, the Swedish version prevails.

1. The Agreement

1.1 The agreement between STRIA and the customer (the "Customer") consists, as applicable, of: (a) the accepted Quote or other specific order, (b) the Data Processing Agreement when STRIA processes personal data on the Customer's behalf, (c) the Technical Access Mandate governing technical access, (d) these General Terms and (e) the Acceptable Use and Access Policy.

1.2 In the event of conflict, the documents apply in the order above, except that the Data Processing Agreement always prevails on matters specifically concerning processing carried out by STRIA as processor.

1.3 The Customer is responsible for ensuring that the person registering the Customer, accepting a Quote, activating a programme or otherwise acting in the portal has the required authority. Actions taken through an authorised account within the permissions of its assigned role are binding on the Customer.

2. STRIA's Services

2.1 STRIA provides technical services to businesses, including troubleshooting and fixes, investigations, websites, web applications and internal tools, system integrations, automation, technical AI functionality, rescue/production deployment, migration/modernisation, feature development, optimisation and ongoing technical care through Technical Care.

2.2 The customer portal is used for requests, projects, Quotes, Deliveries, invoices, Care, access, account administration and other information connected with the Customer's relationship with STRIA.

2.3 STRIA may use its own and external technical tools, components and subcontractors to provide the Services. STRIA's responsibility for the Delivery is governed by the Agreement regardless of the technical tools used.

3. Request, classification and Quote

3.1 The Customer describes its need. STRIA assesses the request and may request information or access reasonably required to define the Assignment.

3.2 STRIA issues a Quote with a fixed price or a starting price. All prices are exclusive of VAT unless expressly stated otherwise.

3.3 A starting price corresponds to a genuine minimum scope described in the Quote. If the Assignment proves larger, different or more complex than the scope on which the Quote was based, STRIA shall pause before performing further chargeable work outside the approved scope, document what has been identified and return to the Customer for further approval.

3.4 Changes, additions or requests outside the accepted scope are priced separately. STRIA does not perform such additional chargeable work without the Customer's approval.

3.5 No chargeable execution work begins before the Customer has accepted the Quote in the portal or in another expressly agreed manner. Before acceptance, STRIA may carry out the internal assessment and Quote preparation necessary to issue an offer.

4. Customer cooperation

4.1 The Customer shall without undue delay provide correct instructions, decisions, materials, test data, contact persons and other cooperation reasonably required for the Service.

4.2 Timelines assume that the Customer provides required cooperation on time. Delay attributable to the Customer or a third party entitles STRIA to a reasonable extension and, where additional work is caused, to Quote such work separately.

4.3 The Customer warrants that it has the rights and permissions required for all material, data, systems, accounts, domains, software and other resources made available to STRIA.

4.4 The Customer is responsible for maintaining a reasonable and current backup before STRIA makes changes to the Customer's production environment, unless backup is expressly included in the accepted scope.

5. Technical access

5.1 STRIA works only within the access granted by the Customer through a Technical Access Mandate or equivalent documented authorisation, in the environments selected by the Customer and for the period for which the authorisation is valid.

5.2 If an action requires access outside the Mandate, STRIA shall request expanded authorisation before the action is taken.

5.3 The Customer may withdraw access. If withdrawal affects STRIA's ability to deliver, STRIA may pause the affected work and the timeline will be adjusted accordingly.

5.4 The Customer is responsible for having the right to grant the access provided to STRIA.

6. Delivery, verification and defects

6.1 STRIA reviews and verifies the Delivery against the accepted Quote before the Assignment is marked complete.

6.2 A verified Delivery means that STRIA has carried out reasonable technical checks against the agreed scope. It is not a warranty that all software is entirely error-free or that third-party systems will never change or become unavailable.

6.3 If a Delivery materially deviates from the accepted Quote, the Customer shall notify STRIA in writing without undue delay and no later than thirty (30) days after the deviation was discovered or reasonably should have been discovered. The notice shall describe the deviation sufficiently for STRIA to reasonably reproduce or assess it.

6.4 STRIA has the primary right to remedy a verified defect within a reasonable time. The Customer may not engage a third party at STRIA's expense before STRIA has had a reasonable opportunity to remedy, except in an urgent security situation where delay would cause material harm.

6.5 STRIA is not responsible for defects attributable to changes made by the Customer or a third party, use contrary to instructions, defects in the Customer's existing systems or material, or third-party services outside STRIA's control.

7. STRIA CODE PARTNER

7.1 STRIA CODE PARTNER may be activated by the Customer's ORGANIZATION_ADMIN.

7.2 The fee is SEK 2,990 per month excluding VAT.

7.3 During an active Partner period, the Customer pays 75 per cent of STRIA's ordinary price for services that are eligible for Partner pricing at the time of order. Partner pricing is not retroactive and does not apply to fees or services expressly excluded.

7.4 Partner has an initial term of six (6) months. Notice of termination may be given during the initial term but takes effect no earlier than at the end of that term. Unless terminated, Partner thereafter continues until terminated with thirty (30) days' notice.

7.5 Termination does not affect already accepted Quotes. Partner pricing expressly confirmed in an accepted Quote remains applicable to that Assignment in accordance with the Quote.

8. Technical Care

8.1 Technical Care is offered in the Essential, Standard, Growth and Priority levels from SEK 3,000 per month excluding VAT.

8.2 Scope, responsibility and the solutions covered are stated in the applicable Care order or portal. STRIA is not responsible under Care for systems or components outside the stated responsibility boundary.

8.3 No service level, availability guarantee, response time or other SLA applies unless expressly stated in the applicable order.

8.4 Unused requests or other included capacity do not roll over to later periods.

8.5 Unless otherwise stated in the order, Care continues until terminated with thirty (30) days' notice.

8.6 Care may be combined with Partner and other pricing terms to the extent stated in the applicable Quote or pricing rule. Discounts and benefits are not cumulative unless expressly stated.

9. Platform and user accounts

9.1 The Customer is responsible for its users and for assigning the ORGANIZATION_ADMIN, MEMBER and BILLING roles to appropriate persons.

9.2 Login credentials are personal and may not be shared. The Customer shall notify STRIA without delay if unauthorised access is suspected.

9.3 STRIA may temporarily limit or suspend access where reasonably necessary for security, to prevent misuse, in the event of a material breach, or in the event of overdue unpaid amounts after reminder.

9.4 STRIA aims for good availability but does not warrant uninterrupted operation unless an express SLA has been agreed. Planned maintenance, security measures, internet disruption and third-party services may affect availability.

10. Price, invoicing and payment

10.1 All prices are exclusive of VAT unless expressly stated otherwise.

10.2 Invoices are due twenty (20) days from the invoice date unless the Quote states otherwise.

10.3 Late payment accrues default interest under the Swedish Interest Act from the due date. Where the statutory conditions are met, the Customer shall also pay statutory late-payment compensation and compensation for written payment reminders, debt collection demands and recovery at the amounts permitted by law from time to time.

10.4 If an undisputed invoice remains unpaid after reminder, STRIA may pause ongoing work, Care or other performance until full payment is received. Such suspension is not a breach by STRIA and may result in an adjusted timeline.

10.5 The Customer may not withhold an undisputed amount because of a dispute concerning another invoice or another part of the Service.

11. Cancellation

11.1 The Customer may cancel an Assignment that has not yet been completed by written notice.

11.2 On cancellation, STRIA is entitled to payment for work performed up to the stop date, reasonable documented wind-down costs and external costs or commitments that STRIA cannot reasonably recover or cancel.

11.3 STRIA shall reasonably limit further cost accumulation after cancellation.

12. Intellectual property rights

12.1 The Customer retains all rights to material, data, trademarks, design materials and other assets supplied by the Customer ("Customer Material"). The Customer grants STRIA the limited right required to use Customer Material to perform the Agreement.

12.2 Once STRIA has received full payment for an Assignment, the economic intellectual property rights in the parts of the Delivery specifically created for the Customer within the accepted scope (the "Customer-Specific Delivery") are assigned to the Customer to the extent STRIA owns and is entitled to assign those rights.

12.3 The assignment does not include STRIA's pre-existing or generally reusable software, libraries, frameworks, components, templates, tools, methods, processes, know-how, generic code or other technology not created exclusively for the Customer ("Background Technology").

12.4 To the extent Background Technology is embedded in a Customer-Specific Delivery, the Customer receives, after full payment, a perpetual, worldwide, royalty-free, non-exclusive licence to use, run, copy and modify such Background Technology as part of, or for maintenance of, the Customer's delivered solution. The Customer may allow its contractors to exercise those rights on the Customer's behalf.

12.5 Third-party components, open-source software and other third-party material are governed by their respective licence terms and are not transferred beyond the rights available to STRIA.

12.6 STRIA may freely use general knowledge, ideas, experience, methods and skills developed during an Assignment, provided that Customer Confidential Information or the Customer-Specific Delivery is not disclosed in breach of the Agreement.

12.7 If a third party brings a claim against STRIA based on Customer Material, an instruction from the Customer or a resource made available by the Customer, and STRIA acted within the accepted scope and in accordance with the Customer's documented instructions, the Customer shall indemnify STRIA for reasonable costs, damages and other amounts that STRIA is required to pay as a result of the claim to the extent the claim was not caused by STRIA's own breach of the Agreement. STRIA shall notify the Customer without undue delay and give the Customer a reasonable opportunity to participate in handling the claim.

13. Confidentiality

13.1 A Party may not disclose or use the other Party's Confidential Information except for performance of the Agreement.

13.2 Confidentiality does not apply to information that the receiving Party can demonstrate was publicly known without breach, already lawfully known, lawfully received from a third party without duty of confidentiality, or independently developed without use of Confidential Information.

13.3 Information may be disclosed where required by law or binding authority order. Where legally permitted, the other Party shall be informed in advance.

13.4 Confidentiality applies during the Agreement and for three (3) years thereafter. Trade secrets remain confidential for as long as they qualify as trade secrets under applicable law.

14. Reference rights

14.1 STRIA may state the Customer's company name and use the Customer's logo in general customer/reference lists, proposal material and equivalent corporate communications unless the Customer objects in writing.

14.2 Publication of a detailed case study, quotation, confidential project information or specific results requires the Customer's approval.

15. Personal data

15.1 Where STRIA determines the purposes and means of processing, for example for accounts, authentication, customer administration, security and communications, STRIA is controller under its Privacy Notice.

15.2 Where STRIA processes personal data in the Customer's systems on the Customer's behalf, the Customer is controller and STRIA is processor. STRIA's Data Processing Agreement applies.

16. Customer Data, export and termination

16.1 The Customer retains its rights in Customer Data.

16.2 During the Agreement, the Customer may export Customer Data made exportable through standard functionality. Following termination, STRIA shall, upon request made within thirty (30) days, provide Customer Data that can reasonably be exported in STRIA's standard format, unless otherwise stated in an accepted Quote or mandatory law.

16.3 Special migration assistance, custom formats or work beyond standard export is separately Quoted to the extent charging is permitted by applicable law.

16.4 After the applicable export/retention period, STRIA may delete Customer Data except where retention is required by law or for STRIA's own lawful record-keeping.

16.5 If and to the extent a Service is subject to mandatory rules on switching between data processing services or data portability, including Regulation (EU) 2023/2854 (the Data Act), those rules prevail. STRIA shall then enable switching, export or deletion within the time limits and on the terms required by applicable law.

16.6 Where Section 16.5 applies, the Customer shall, before or in connection with entering into the Agreement, be able to obtain information in a durable form about the applicable notice period to initiate switching, transitional period, available export methods and formats, categories of exportable data and digital assets and categories of internal data that may lawfully be excluded. Where the Data Act applies, the maximum notice period to initiate switching shall not exceed two (2) months.

16.7 Where the Data Act applies, the ordinary transitional period for switching shall not exceed thirty (30) calendar days unless a technically justified extension permitted by the Regulation is required. Following the transition, the Customer shall have at least thirty (30) calendar days to retrieve exportable data before deletion, unless a longer lawful or agreed period applies.

16.8 Switching, export and exit charges may only be imposed to the extent and within the limits permitted by applicable mandatory law.

17. Warranties and disclaimers

17.1 STRIA shall perform the Services professionally and in material accordance with the accepted Quote.

17.2 STRIA does not warrant any particular business result, financial result, ranking, conversion, sales outcome, cost saving or other commercial effect unless expressly stated as a binding commitment in the Quote.

17.3 STRIA is not responsible for availability, changes of terms, security or function of third-party services, platforms, APIs, suppliers or the Customer's own systems outside STRIA's control.

18. Limitation of liability

18.1 STRIA is liable only for proven direct loss caused by STRIA's breach of the Agreement.

18.2 STRIA is not liable for indirect or consequential loss, including loss of profit or revenue, loss of production, business interruption, lost contracts or business opportunities, loss of goodwill, third-party claims or costs relating to lost, corrupted or reconstructed data.

18.3 For project Assignments, STRIA's total liability relating to the affected Assignment is limited to the price paid or payable by the Customer under the accepted Quote giving rise to the loss.

18.4 For the portal, Partner, Technical Care and other recurring Services, STRIA's aggregate liability during a twelve (12) month period is limited to the fees actually paid by the Customer for the affected Service during the twelve months immediately preceding the event giving rise to the loss.

18.5 Claims for damages must be submitted in writing within three (3) months after the Customer discovered or reasonably should have discovered the basis for the claim and no later than twelve (12) months after the relevant event or Delivery.

18.6 The limitations do not apply to the extent liability cannot be limited under mandatory law or where loss was caused by wilful misconduct or gross negligence. They do not restrict data subjects' rights under mandatory data protection law.

19. Force majeure

19.1 A Party is not liable for delay or failure caused by circumstances outside its reasonable control that could not reasonably have been foreseen or avoided, including serious failure of necessary infrastructure, external cyber incidents, government action, changes in law, war, conflict, epidemic, natural events, widespread communications or energy disruption or labour disputes.

19.2 The affected Party shall notify the other Party and reasonably seek to limit the impact.

19.3 If force majeure continues for more than ninety (90) days, either Party may terminate the directly affected recurring Service with immediate effect.

20. Term and termination

20.1 These Terms apply from the Customer's registration/acceptance and for as long as the Customer has an active account, active Service or ongoing Assignment.

20.2 Partner and Care termination is governed by Sections 7 and 8. An accepted project order remains in effect until completed, cancelled under Section 11 or terminated under this Section.

20.3 Either Party may terminate an affected Service or Assignment with immediate effect if the other Party materially breaches the Agreement and, where cure is possible, fails to cure within thirty (30) days after written notice.

20.4 STRIA may terminate or suspend the relationship with immediate effect in the event of serious security misuse, unlawful use, materially false identity/company information, or insolvency/bankruptcy to the extent permitted by applicable law.

20.5 On termination, the Parties shall without undue delay return or decommission credentials, accounts, keys and other access provided by the other Party that is no longer needed.

21. Changes to the Terms

21.1 STRIA may update these Terms. Administrative changes, clarifications and changes required by law or security may apply from the stated publication date.

21.2 Where a change materially disadvantages the Customer, STRIA will normally provide at least thirty (30) days' prior notice. The Customer may terminate the affected recurring Service before the effective date if it does not accept the change.

21.3 Updated standard terms do not retroactively change the price or scope of an already accepted project Quote unless the Parties expressly agree or mandatory law requires otherwise.

22. Assignment

22.1 The Customer may not assign the Agreement without STRIA's written consent, except for transfer of a completed Customer-Specific Delivery in accordance with the rights in Section 12.

22.2 STRIA may assign the Agreement to an entity acquiring all or the relevant part of STRIA's business, provided that the Customer's rights under the Agreement are not materially reduced.

23. Governing law and disputes

23.1 The Agreement is governed by substantive Swedish law, excluding its conflict-of-law rules.

23.2 Any dispute not resolved by negotiation shall be determined by the Swedish courts, with Solna District Court as the court of first instance.

Contact: STRIA CODE, Klippgatan 20, 171 47 Solna, [email protected], company reg. no. [REG. NO.].