Terms and conditions

1. PRELIMINARY PROVISIONS

 1.1 These General Terms and Conditions apply to Services provided by the Supplier.

1.2 The Supplier and the Customer have orally or in writing agreed on the Customer's purchase of certain services regarding answering services and related services from the Supplier (”Services”, ”The services”).
1.3 The agreement regarding the Customer's purchase of the Services, together with these General Terms and Conditions, constitutes the agreement between the Supplier and the Customer regarding the Customer's purchase of, and the Supplier's provision of, the Services (”The agreement”).

1.4 In the event that the Supplier and the Customer have specifically agreed on terms that deviate from these General Terms and Conditions, such a specific written agreement shall take precedence. 

2. THE SUPPLIER'S Commitment 

2.1 The Supplier shall deliver the Services in accordance with the current service description, with staff suitable for the purpose and in a professional manner, and in accordance with applicable law. 

3. CUSTOMER OBLIGATIONS 

3.1 The Customer undertakes to ensure that the Supplier is given the prerequisites necessary to perform the Services in accordance with the Agreement. 

4. EQUIPMENT NECESSARY FOR THE PERFORMANCE OF THE SERVICES 

4.1 The Supplier shall notify the Customer which equipment the Customer is required to have and what technical requirements such equipment must meet in order for the Supplier to be able to provide the Services in accordance with the Agreement. 

4.2 In cases where the Supplier needs to connect to the Customer's platform in order to deliver the Services, it may be required that certain hardware and/or software is installed at the Customer. The Customer is responsible for ensuring that the Customer holds the necessary licences to, where applicable, allow the Supplier to connect to the Customer's platform or equipment. 

4.3 In the event that the Supplier procures a licence to third-party software on behalf of the Customer, the Customer is granted a limited, non-exclusive right to use such software for its own use for the purpose of using the Services. Third-party licence terms for the relevant software shall apply to the Customer (taking precedence over the Agreement) regarding the Customer's use of such software.  

4.4 Hardware installed at the Customer's premises shall remain the Supplier’s property and may only be used by the Customer for the purpose and to the extent necessary to use the Services. The Customer undertakes not to relocate and to take good care of such hardware belonging to the Supplier.  

5. CONNECTION 

5.1 The Customer is responsible for the Customer’s own equipment, such as switches and any subscriptions necessary for the connection to the Supplier's production platform.

5.2 The Customer is responsible for ensuring that the Customer’s own equipment is of the quality required for the provision of the Services in accordance with the Agreement. The Customer shall only connect and use equipment that has been registered with the Swedish Post and Telecom Authority (PTS) or that is permitted to be connected to a publicly available telecommunications network for connection to the Supplier’s production platform. 

5.3 Upon the Supplier's request, the Customer shall without undue delay provide information regarding the equipment connected to the Supplier's production platform. 

6. Intellectual property rights 

6.1 Each party shall retain all intellectual property rights that have been produced, obtained or otherwise acquired prior to the entry into force of the Agreement. Intellectual property rights means, without limitation, all inventions, patents, know-how, trade secrets, designs, copyrights, database rights, software, business concepts, training materials, trade marks, brand names, domain names, trade names, logos and other rights of a similar nature, whether registered or not, including applications for the registration of such rights. 

6.2 Nothing in the Agreement shall be construed as granting or transferring any intellectual property right from one party to the other. 

7. UPDATING OF INFORMATION AND VOLUME CHANGES 

7.1 Prior to the commencement of the agreement, the Customer shall provide information to the Supplier regarding which part or parts of the Customer's organisation shall be covered by the Services. The Customer may at any time during the term of the agreement update such information via software made available to the Customer in the customer portal on the Supplier's website or in another manner instructed by the Supplier.   

7.2 The Supplier hereby grants the Customer the right during the term of the agreement to use the software designated at any time for the purpose of continuously updating the register.  

7.3 It is the Customer's responsibility to inform the Supplier of organisational changes, marketing activities and the like that may be assumed to have a material impact on incoming volumes to the Supplier.  

8. PRICES AND PAYMENT TERMS 

8.1 The prices quoted by the Supplier are exclusive of value added tax in SEK unless otherwise expressly stated. The Supplier is entitled to charge an invoicing fee.  

8.2 Invoicing shall be in accordance with the Supplier's price list applicable from time to time. Fixed annual or monthly costs shall be paid in advance and monthly variable prices in arrears. Set-up fees shall be charged in connection with the start of the project.  

8.3 Payment must be made no later than 14 days from the invoice date. If payment is not received by the Supplier no later than the due date stated on the invoice, the Supplier is entitled to penalty interest in accordance with the applicable Interest Act, statutory reminder and collection fees, and any other statutory fees. Furthermore, without prejudice to the Customer's liability to pay for the Services, the Supplier is entitled to cease delivering the Services until full payment has been made, and to demand advance payment for future deliveries of the Services.  

8.4 The Supplier reserves the right to assign its claim against the Customer to a third party, for reasons including, but not limited to, factoring.  

8.5 The Supplier has the right to carry out credit checks regarding the Customer on an ongoing basis and, should the Supplier find it justified, demand advance payment. 

8.6 Payment that is delayed by more than 30 days shall always be considered a material breach of contract entitling the Supplier to terminate the Agreement with immediate effect. 

8.7 The Supplier may make price increases due to, for example, increased overheads or inflation. The Supplier shall in such cases inform the Customer thereof no later than 30 days before such price increase comes into effect. In the event that the Customer does not accept the price increase, the Customer has the right to terminate the Agreement with effect in accordance with clause 15.1. The Customer shall in such case be charged in accordance with the previous price list during the notice period.

9. INVOICING

9.1 The Agreement is entered into with Responda Group AB (company registration no. 556754-1395). The Customer understands and accepts that invoicing under the Agreement may be carried out by another company within the Responda Group, such as H1 Communication AB (company registration no. 556730-0610), Kalix Tele24 AB (company registration no. 556420-8006), Call4U Solution Center AB (company registration no. 556659-6101) or H1 Communication AS (company registration no. NO919658010). Such invoicing shall not affect Responda Group AB’s liability under the Agreement.

10. FEL 

10.1 In the event that the Supplier has not performed the Services in accordance with its commitments under the Agreement (”Bil”), the Supplier shall without undue delay remedy any Defect complained of by the Customer where practicable, unless remedying the Defect would entail inconvenience and costs for the Supplier that are unreasonably high in relation to the significance of the Defect to the Customer. If the Supplier fails to remedy the Defect, the Customer is entitled to a reasonable price reduction for those of the Services that were performed incorrectly. The price reduction shall under no circumstances exceed 15 % of the amount that the Supplier would have been entitled to invoice for the relevant month had the Defect been remedied. 

10.2 To be entitled to remedy or price reduction respectively in accordance with clause 10.1, the Customer shall notify the Defect in writing and make a claim for compensation no later than 30 days after the Customer noticed or ought to have noticed the basis for the claim, but no later than the due date of the invoice relating to the Services that the Customer considers to have been defectively performed.

11. Traffic Manager 

11.1 The handover point for all telephony and data communication is the Supplier's production unit. The Supplier is not responsible for the following factors and disturbances that lie outside the Supplier's control, or for deficiencies in the Services arising as a result thereof: 

(i) Availability on the public telephone network, other operators' telephone networks and the internet;  

(ii) congestion problems resulting from heavy traffic on telephone lines during certain periods; and  

(iii) Impact on the performance of the Services arising from conditions issued by third-party operators (such as GSM, internet service providers) to which the Customer is personally connected and which are used in connection with the Services. 

11.2 The Supplier shall endeavour to reduce the impact of such factors as set out in item 11.1 and, where possible without causing the Supplier significant inconvenience and costs, inform the Customer of generally known current general changes in third-party operators' terms and conditions and known operational disruptions. 

12. FORCE MAJEURE 

12.1 A party prevented from fulfilling its obligations under the Agreement due to unforeseen circumstances beyond the party's control, such as war, lightning strike, labour dispute (including strike and lock-out), fire, amended official regulations, as well as errors or delays in services from subcontractors due to such circumstances, shall constitute grounds for relief resulting in exemption from damages and other penalties (”Force Majeure”). 

12.2 The party invoking Force Majeure shall notify the other party thereof without undue delay, describing the circumstances and stating when the circumstances are expected to cease. 

13. LIMITATION OF LIABILITY 

13.1 The Supplier shall not be liable for damage arising as a result of circumstances on the Customer's side or circumstances beyond the Supplier's control. Nor shall the Supplier be liable for damage arising due to the Customer failing to comply with the Agreement. 

13.2 The Supplier's liability is limited to damage caused by intent or gross negligence. The Supplier is not liable for loss of profit or other indirect damage, including but not limited to loss of data or goodwill.
13.3 The Supplier’s total liability towards the Customer shall in all circumstances be limited to an amount not exceeding the annual fee paid by the Customer for the Service that caused the damage during the twelve (12) months immediately preceding the event giving rise to the damage. 

DATA PROTECTION 

14.1 For the processing of personal data resulting from the Agreement, the Customer is the controller and the Supplier is the processor. Such processing is governed by Appendix [1] (Data Processing Agreement). Upon termination of the Agreement, the Supplier shall be entitled to retain data containing personal data, provided that such data is anonymised. 

15. CONTRACT PERIOD AND EARLY TERMINATION 

15.1 Unless otherwise expressly agreed, the Agreement shall run indefinitely with a mutual notice period of 3 months. Notice of termination shall be in writing. 

15.2 Both parties have the right to terminate the Agreement with immediate effect in the event that the other party a) is in material breach of the Agreement and fails to remedy the breach within 30 days of the dispatch of a written notice thereof, or b) has suspended its payments, initiated composition proceedings, entered into liquidation, been declared bankrupt, initiated corporate reorganization or shown other corresponding signs of insolvency. 

15.3 The Supplier has the right to terminate the Agreement with immediate effect in the event of non-payment as set out in clause 8.6. 

15.4 The Customer has the right to terminate the Agreement with immediate effect in the event of such a material change to the Services or these General Terms and Conditions as set out in item 19.1. 

16. OBLIGATIONS UPON TERMINATION OF THE AGREEMENT 

16.1 Upon termination of the Agreement, the Customer shall immediately return any equipment belonging to the Supplier and reprogram its infrastructure so that no matters are routed to the Supplier. 

16.2 In the event that the Customer fails to fulfil its obligations under item 16.1, the Supplier shall be entitled to charge the Customer for the equipment belonging to the Supplier which is in the Customer's possession, as well as for calls that are diverted or forwarded automatically or manually from the Customer and received at connection numbers belonging to the Supplier. 

16.3 Upon termination of the Agreement, the Supplier shall, at the Customer's request, return to the Customer or delete such information belonging to the Customer (e.g. confidential information, information regarding the Customer's customers, personal data processed by the Supplier on behalf of the Customer, etc.) that the Supplier has obtained through the provision of the Services. 

17. Confidentiality 

17.1 Both parties undertake not to, without the consent of the other party, during the term of the agreement and for 3 years after the termination of the agreement, improperly use or disclose to a third party information concerning the other party's business which constitutes a trade secret or which otherwise should reasonably be regarded as a business or professional secret or information which is subject to confidentiality by law. Information that a party has specified as confidential shall always be regarded as a business and professional secret, unless otherwise provided by law.  

 17.2 The parties shall ensure that confidentiality in accordance with 17.1 is observed through confidentiality undertakings with personnel, consultants and subcontractors or other appropriate, equivalent measures. 

18. Information security 

18.1 Each party shall be responsible for implementing the necessary technical and organisational measures in their respective IT equipment, systems, platforms, etc., to ensure that an adequate level of protection for the information therein is achieved and maintained. 

19. CHANGES TO SERVICES AND GENERAL TERMS AND CONDITIONS 

19.1 The Supplier reserves the right to develop and modify the services provided at any time under the Agreement. Changes to the Services shall be communicated to the Customer no later than 30 days before they take effect. In the event that such a modification materially and adversely affects the Customer's benefit from the Services, the Customer shall have the right to terminate the Agreement with immediate effect. 

19.2 These General Terms and Conditions shall apply until further notice. Changes to these General Terms and Conditions will be published at respondagroup.se/allmanna-villkor at the latest 30 days before the change takes effect. In the event that the Customer objects to the change, notification to this effect must be received by the Supplier before the changes take effect. In the event that no such notification has reached the Supplier when the changes take effect, they shall be binding upon the Customer.  

20. MARKETING 

20.1 The Customer grants the Supplier permission to mention during the sales process towards new customers that the Customer is a customer of the Supplier. For the Supplier's use of the Customer's trade mark in other marketing, the Supplier shall obtain the Customer's written consent in advance. 

21. TRANSFER OF STAFF 

21.1 Nothing in the Agreement shall constitute a transfer of an undertaking as referred to in the Employment Protection Act (1982:80). 

21.2 In the event that the Agreement should nevertheless entail a transfer of an undertaking as referred to in section 20.1, and associated obligations for the Supplier to take over personnel from the Customer arise, the Customer shall reimburse the Supplier for all of the Supplier's costs associated with such a transfer of an undertaking. A separate written agreement shall be concluded regarding such a transfer of an undertaking and the terms and conditions thereof.  

22. NOTICES 

22.1 Termination and other notices in respect of the Agreement shall be made in writing by e-mail to the e-mail addresses specified in the Agreement. The sender of notices in respect of the Agreement is responsible for ensuring that the e-mail address provided to the recipient is correct. 

23. ASSIGNMENT OF RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT 

23.1 The Supplier is entitled to freely assign its rights and obligations under the Agreement to companies within its own group and to a third party in connection with a transfer of all or part of the Supplier's business.  

23.2 The Customer is not entitled to assign its rights and obligations under the Agreement without the Supplier's prior written consent. 

24. USE OF SUBCONTRACTORS 

24.1 The Supplier is entitled to engage sub-contractors to fulfil its obligations under the Agreement. The Supplier shall be liable for the work of such sub-contractors as for its own.  

25. GOVERNING LAW AND DISPUTE RESOLUTION 

25.1 Swedish law, without the application of its choice of law rules, shall apply to the Agreement. 

25.2 Disputes arising from the Agreement shall be settled by a general court, with the Stockholm District Court as the court of first instance. 

____________