General Terms and Conditions

Version 3.0. Last updated 2020-11-05.

These general terms and conditions form an integral part of the Agreement between the Parties.

1. DEFINITIONS

In additions to terms defined elsewhere in the Agreement, the following definitions shall apply.

Consultancy Services” means project management, workshops, augmented staffing services and other consultancy services provided by the Service Provider to the Customer from time to time. Consultancy Services is a form of Additional Products.
Customer Data” means any data and information submitted by the Customer, including but not limited to any data submitted by its Users, its customers and personal data.
Customer System” means the Customer’s system(s) which the Platform shall be integrated with, as named in the main agreement document.
Fees” means the fees charged for Customer’s use of the Products and that are payable to the Service Provider.
Force Majeure Event” shall be given the meaning set out in Section 14.1.
Infrastructure Providers” means all of the Service Provider’s infrastructure providers such as, inter alia, electricity, telecom, network, internet and cloud service providers.
Integration Date” shall mean the date specified in the main agreement documents, as of which the integration of the Platform and the Customer System shall commence.
Malicious Code” means code, files, agents, programs or similar that are intended to do harm including by way of e.g. viruses and trojan horses.
Platform” means the Service Provider’s platform that the Customer System shall be integrated with, as further specified in the Specification.
Products” means the Service, the Platform as well as any Additional Products ordered by the Customer and provided by the Service Provider from time to time.
Service” means the SaaS-solution, with the functionality ordered by the Customer from time to time.
Specification” means the specification of the respective Products, as updated from time to time.
Start Date” means the respective dates specified in the main agreement document, as of which the Products shall be made available to the Customer.
Third-Party Products” means products not owned by the Service Provider but that are a part of the Products delivered to the Customer or that are specifically labelled as third-party products.
Territory” shall be given the meaning set out in the main agreement document.
User” means an individual who is authorized by Customer to use the Service and to whom the Customer has supplied a user id and a password and/or made sure they have access to the Service. Users may include for example employees of the Customer.

2. THE PRODUCTS

2.1 The Service Provider shall from the agreed Start Date provide the Products in accordance with the terms of this Agreement.

2.2 Notwithstanding what is set forth in Section 2.1, the Service Provider reserves the right, at the Service Provider’s sole discretion, to amend the Products at any time, always provided that the functionality offered via the Products ordered by the Customer is not materially decreased or that such change is not otherwise reasonably to the detriment of the Customer. The most recent description of the Products is available in the Specification. Additional changes shall be subject to the change mechanism in Section 17.3.2.

2.3 The Customer may only access and use the Products within the Customer’s business for its intended purposes during the term of the Agreement.

2.4 The Service Provider’s obligation to provide the Products and the Customer’s right to use the Products is conditional upon Customer’s fulfilment at all times of its obligations under the Agreement.

2.5 The Service Provider’s telecom & carrier services are to be used for calls and text messages within the Service unless otherwise is agreed.

3. INTEGRATION

3.1 The provisions regulating integrations under these general terms and conditions only apply in relation to customized integrations if any such integrations have been agreed between the Parties.

3.2 The Parties shall from the Integration Date co-operate to integrate the Customer System with the Platform.  However, it is the Customer’s responsibility to ensure that the Customer System from the Integration Date is compliant with the system requirements set out in the main agreement document.

3.3 The integration shall be considered complete when the Customer accepts the result of the integration. The Customer may perform an acceptance test during the acceptance test period specified in the main agreement document. If the Customer fails to notify the Service Provider before the end of the acceptance test period of whether the integration has been accepted, the integration shall be deemed accepted. If the integration materially conforms with the acceptance criteria, the Customer shall accept the integration. Should the Customer not approve the integration, then the Service Provider shall be entitled to reperform the integration and resubmit the result for additional acceptance tests in accordance with this Sections 3.3 and 3.4.

3.4 The Service Provider shall have no liability for any failure to integrate the Customer System with the Platform. Should the Service Provider, following commercially reasonable efforts, reasonably conclude that the integration cannot be successfully executed, either Party shall be entitled to terminate the part of the Agreement regulating the integration with immediate effect by written notice and the Customer shall upon such termination be entitled to reimbursement of any Fees paid in advance for integration services not performed.

3.5 Both the Service Provider and the Customer shall, during the integration and throughout the term of this Agreement, take commercially reasonable diligence measures to ensure that Malicious Code is not coded or introduced into its respective systems interacting with the Service. Notwithstanding the foregoing, the Service Provider shall in no event be responsible for Malicious Code introduced by the Customer or a User.

3.6 Any changes in the Customer System that may affect the integration of the Platform or the performance of the Service shall be subject to good faith negotiations. The Service Provider shall nevertheless be entitled to compensation for any increase in cost for the Service Provider caused by changes in the Customer System.

3.7 The Customer shall provide access to the Customer System free of charge and ensure that the Service Provider is entitled to perform the integration with the Customer System. Unless otherwise is expressly agreed, the Service Provider’s access and use of the Customer System for the purpose of performing the integration and providing the Products hereunder shall not be subject to any additional terms and conditions.

4. CONSULTANCY SERVICES

4.1 Substituting consultants where it has been agreed that a specific person shall perform an assignment, requires the Customer’s prior written consent. Notwithstanding the foregoing, the Service Provider shall, without prior consent, be entitled to substitute such person in case the person’s employment with the Service Provider is terminated, the person falls ill, will go on long term leave or similar circumstances outside of the Service Provider’s control. The Service Provider shall without undue delay substitute the person with another consultant that is equally qualified to perform the Consultancy Services.

5. CUSTOMER OBLIGATIONS

5.1 The Customer shall:

(a) in a timely manner pay the Fees for the Products;

(b) handle user access management to the Service;

(c) unless otherwise mutually agreed in writing, manage its relationship with Users, including, inter alia, communicating with Users, providing information and support to Users, and answering and managing claims and requests from Users;

(d) be responsible and liable to the Service Provider for all Users’ compliance with the Agreement and its Users’ actions, including but not paying Fees in accordance with the Agreement for its Users’ use of the Products;

(e) ensure that the log-in information of its Users remains confidential. For the avoidance of doubt, the Customer shall be liable for any unauthorized use of the Products caused by the Customer’s or its Users’ failure to protect their log-in information;

(f) be solely responsible for the control and verification of any Customer Data submitted by the Customer in connection with the Products;

(g) procure that all Customer Data and Customer’s collection and processing thereof is in compliance with any applicable laws and regulations, including but not limited to any applicable data protection and privacy laws and regulations;

(h) use commercially reasonable efforts to prevent and terminate unauthorized access to the Service, and notify the Service Provider promptly of any such unauthorized use;

(i) use the Products only in accordance with the Agreement, and applicable laws and government rules and regulations;

(j) not lease, sublicense, rent, distribute the Products or use the Products to the benefit of others;

(k) not permit direct or indirect access to or use the Service in a way that circumvents a contractual usage limit or to make network connections to any users, hosts, or networks unless Customer has permission to communicate with them;

(l) not use the Service to store or transmit Malicious Code;

(m) not use the Products for any illegal, harmful, offensive, immoral or unauthorised purposes or in a way that violates applicable laws or creates a material adverse effect on the Service Provider, or take any action that imposes or may impose (in the Service Provider’s sole discretion) an unreasonable or disproportionate burden on the Service Provider’s and/or the Service Provider’s suppliers’ technical infrastructure;

(n) not modify, reverse engineer, develop, decompile, disassemble or otherwise amend or create derivative products of the Service provided hereunder or use the Products to access the Service Provider’s intellectual property (save for as permitted under the Agreement or mandatory law) or to violate the security or integrity of any network, computer or communication system, software, application, or network or computing device;

(o) provide the Service Provider with any information reasonably requested by the Service Provider for its integration of the Platform with the Customer System;

(p) grant the Service Provider the access and licenses required for the integration of the Platform with the Customer System and performance of the Support Services;

(q) comply with the Service Provider’s reasonable instructions and requests from time to time; and

(r) at its own expense, provide the Service Provider with such other assistance that the Service Provider reasonably may need to fulfil its obligations under this Agreement.

6. RESTRICTION OF ACCESS TO THE SERVICE

6.1 In the event the provision of the Service causes damages or, in the Service Provider’s reasonable opinion risk of damages for the Service Provider, the Service Provider’s subcontractors or customers of the Service Provider, e.g. in the event of a denial of service attack or introduction of Malicious Code, the Service Provider shall be free to (without any obligation to compensate the Customer) restrict the Customer’s access to the Service and/or to remove, disable access to, or modify any content or resource that violates the Agreement. The Service Provider will notify the Customer’s contact person promptly of any such restrictions and shall only undertake the measures as justified by the circumstances in each case.

6.2 Unless specific availability requirements have been agreed, the Service Provider shall make commercially reasonable efforts to keep the Service available and operational, however, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions.

6.3 The Service Provider reserves the right to stop providing the Service to Users that are using or have used the Service in ways that is not in accordance with the Agreement. If the Service Provider exercises this right, the Service Provider shall inform the Customer thereof without undue delay.

7. THIRD-PARTY PRODUCTS

The Service Provider may be dependent on Third-Party Products in order to be able to provide the Products. The Customer may only use the Third-Party Products in accordance with the third-party provider’s terms, as from time to time listed by the Service Provider. The Service Provider’s liability for defects and IP-infringement regarding such Third-Party Products is limited to immediately reporting the defect/infringement to the third-party supplier. The Service Provider shall install solutions provided by the third-party supplier, if any, if this can be made without affecting the Products negatively. The Service Provider shall take commercially reasonable measures to ensure that the third-party supplier complies with its obligations under its agreement with the Service Provider. Except what is stated in this Section, the Service Provider has no other liability in relation to defects and IP-infringements caused by Third-Party Products. If it is finally concluded that there is an IP-infringement or if the Service Provider in its reasonable opinion considers it to be likely that it is an IP-infringement and the third-party supplier does not take reasonably required measures, the Service Provider may terminate the Agreement by three (3) months’ written notice.

8. FEES AND PAYMENT

8.1 Customer will pay the agreed Fees in accordance with the main agreement document and the Pricing and Payment Conditions. Unless otherwise is agreed, the prices exclude VAT and any other taxes as well as import or export fees except taxes based on the Service Provider’s net income. Payments shall be made to the account appointed by the Service Provider’s authorized contact person in writing.

8.2 The payment term is thirty (30) days from the date of invoice.

8.3 In the event that the Service Provider incurs extra work or additional costs due to circumstances for which the Customer is responsible, the Customer shall remunerate the Service Provider for such extra work and additional costs in accordance with the Service Provider’s current price list.

8.4 Customer’s failure to pay due Fees in a timely manner is considered as a material breach of the Agreement.

8.5 If the Customer believes that the Service Provider has invoiced the Customer incorrectly, the Customer shall inform the Service Provider of this within sixty (60) days from the receipt of the invoice, or the Customer loses its right to dispute the invoice.

8.6 The Service Provider shall be entitled to receive interest in accordance with the Swedish Interest Act (SFS 1975:635) on all unpaid overdue amounts until payment in full has been made. The Service Provider shall furthermore be entitled to compensation for any costs of collection and be entitled to suspend any further provision of the Products until payment in full has been made.

8.7 Customer shall be responsible for all taxes and import and export fees associated with Products other than taxes based on the Service Provider’s net income.

9. PROPRIETARY RIGHTS

9.1 Subject to the limited rights granted to Customer hereunder, the Service Provider reserves all right and title to the Products, the result of the Products provided hereunder, including but not limited to any intellectual property rights related thereto and any feedback and ideas regarding the Products provided by Customer. This does for the avoidance of doubt not include any of Customer’s or its licensors’ pre-existing intellectual property that is used in connection with the Service for integration purposes. No rights are granted to Customer other than as expressly set forth herein.

9.2 With the exception of any Customer Data, the Service Provider or its licensors own all rights, including intellectual property rights, in and to the Products, and all parts thereof as well as in any results arising out of the Service Provider’s provision of the Products.

9.3 The Customer grants the Service Provider a worldwide, perpetual, non-exclusive, fully paid and transferable right to possess, process, store, publish, distribute, modify, reformat, stream, transmit, playback, transcode, copy, present, display and otherwise use the Customer Data to provide the Products, or any of the Service Provider’s current or future products or services to the Customer.

9.4 The Service Provider shall furthermore have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Products and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and the Service Provider is free (during and after the term hereof) to (i) use such information and data to improve and enhance the Products and for other development, diagnostic and corrective purposes in connection with the Purpose and other of the Service Provider offerings, and (ii) disclose such data to third parties in aggregate or other de-identified form in connection with its business.

10. PERSONAL DATA

The Parties acknowledge that Customer Data may include personal data to be processed within the Customer’s use of the Service and that the Customer is the personal data controller with respect to such personal data. The Service Provider will maintain administrative and technical safeguards for the protection of the security, confidentiality and integrity of such personal data and only process said data on behalf of the Customer and in accordance with the data processing agreement (the “DPA”) as linked in the main agreement document, and which shall apply to such processing. Notwithstanding the foregoing, the Service Provider is the controller in relation to some of the personal data obtained through and in conjunction with the Products. The processing that the Service Provider does in its role as controller is outlined in the Service Provider’s privacy policy that is made available here. The Customer undertakes to assist the Service Provider in complying with its regulatory obligation to inform the data subjects of such processing by providing the data subjects that come in contact with the Products through the Customer with said privacy policy, and to the extent the Service Provider decides to rely on consent as a legal ground for its processing of such personal data, assist the Service Provider in obtaining consent for the processing.

11. CONFIDENTIALITY AND PUBLICITY

11.1 Each Party undertakes not to disclose to any third party without the consent of the other Party any information received from the other Party, including its business, which can reasonably be deemed to be of a confidential nature, including but not limited to trade secrets and information which is covered by any statutory duty of secrecy. Information stated by one of the Parties to be confidential shall always be deemed to constitute confidential information.

11.2 The Parties’ confidentiality obligations under this Section 11 shall not apply to trade secrets or any other confidential information which the receiving Party can demonstrate (i) is already known when received, (ii) is or has become public knowledge other than through breach of the Agreement, (iii) is received from a third-party who lawfully acquired it and who is under no obligation restricting its disclosure, or (iv) is to be made publicly available due to a court order, a decision by a public body or as otherwise required by mandatory law or the mandatory rules of a recognized stock exchange.

11.3 Each Party shall be entitled to share confidential information hereunder with its employees, consultants, affiliates, advisors and subcontractors (“Representatives”) to the extent (i) necessary for such Party to exercise its rights and obligations hereunder and (ii) subject to such third parties having signed a a confidentiality undertaking no less stringent than the confidentiality undertaking set out in this Agreement. For the avoidance of doubt, each Party is liable for any breach of confidentiality of its Representatives.

11.4 The Parties’ obligations under this Section 11 shall be valid during the term of the Agreement and continue for a period of three (3) years after expiration or termination of the Agreement, regardless of the reason therefor.

11.5 The Service Provider shall be entitled to use the Customer’s trademarks and information related to the subject matter of the Agreement for marketing purposes. Such marketing shall always be subject to the Customer’s reasonable instructions as well as the Customer’s prior written approval (e-mail is sufficient). Such approval shall not be unreasonably withheld or delayed. The Service Provider shall without prior approval be entitled to use the Customer as a reference in relation to other potential customers.

12. WARRANTIES AND DISCLAIMERS

12.1 The Service Provider warrants that during the term of the Agreement the Products will be or perform materially in accordance with the Specification. Furthermore, the Service Provider warrants that it shall perform the Consultancy Services ordered by the Customer and integration in a professional and workmanlike manner.

12.2 Except as expressly provided herein, the Service Provider makes no warranty of any kind whether express, implied statutory or otherwise and the Customer hereby, to the maximum extent permitted by applicable law, disclaims all implied warranties such as implied warranties for fitness for a particular purpose, merchantability, non-infringement, and the Products being free from errors and bugs.

13. INDEMNIFICATIONS

13.1 The Service Provider undertakes to defend the Customer where claims are made or actions are brought against the Customer for infringement of any third party’s intellectual property rights as a consequence of the use in the Territory of the Products, and to indemnify the Customer from any cost or damages which the Customer may be obligated to pay in accordance with a judgment, arbitral award or settlement resulting therefrom, provided such costs and damages were reasonably foreseeable. The Service Provider’s undertaking shall only apply provided that the Service Provider, without undue delay, is notified by the Customer in writing of the claim or action, and that the Service Provider is given the sole right to control the defence against such action and decide on any agreement or settlement. Notwithstanding the foregoing, the Customer shall be given a right to participate in such proceedings, at its own expense, and no settlement shall be made without the Customer’s prior written consent, such consent not to be unreasonably withheld. In performing its defence obligation hereunder, the Service Provider shall act in a professional and diligent manner.

13.2 The Service Provider’s obligation to indemnify as set out herein only applies provided that Customer i) has used the Product in accordance with the Service Provider’s instructions and the Agreement, ii) that the alleged infringement has not been caused by the use of a Product in combination with any other software or material where the infringement would have been avoided but for such combination and iii) that the infringement has not been caused by the Customer’s own instructions or Customer Data. If the Service Provider in its reasonable opinion finds that there is a risk of a Product infringing third party intellectual property rights, the Service Provider shall be entitled to terminate this Agreement with thirty (30) days prior written notice.

13.3 The provisions of this Section 13 shall constitute the Service Provider’s sole and exclusive responsibility and Customer’s sole remedy in relation to infringements of third-party intellectual property rights. Infringements caused by Third-Party Products are regulated by Section 7.

13.4 Customer shall indemnify the Service Provider against any and all claims, demands, suits or proceeding made or brought against the Service Provider by a third party alleging that the Customer Data, Customer’s use of any Product in breach of the Agreement, including but not limited to Customer modifying a Product in a manner not permitted hereunder, or material provided by the Customer, including but not limited to any system Customer requests the Service Provider to integrate the Platform with, infringe a third party’s intellectual property rights or violates applicable law, and will indemnify the Service Provider from any cost or damages which the Service Provider may be obligated to pay in accordance with a judgment, arbitral award or settlement, provided such cost or damage was reasonably foreseeable. Customer’s undertaking shall only apply provided that Customer, without undue delay, is notified by the Service Provider in writing of the claim or action, and that Customer is given the sole right to control the defence against such action and decide on any agreement or settlement. Notwithstanding the foregoing, The Service Provider shall be given a right to participate in such proceedings, at its own expense, and no settlement shall be made without the Service Provider’s prior written consent, such consent not to be unreasonably withheld. In performing its defence obligation hereunder, the Customer shall act in a professional and diligent manner.

14. FORCE MAJEURE

14.1 If and to the extent that a Party’s performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed due to circumstances beyond the reasonable control of such Party such as, lightning, labour disputes, fire, acts of war, requisition, seizure, currency restriction, riots and civil disorders, shortage of means of transportation, shortage of goods, amendments to regulations issued by governmental authorities, intervention of authorities or defects, epidemics, pandemics and/or delays in delivery of a Party’s sub-suppliers due to the circumstances here stipulated (each, a “Force Majeure Event”), then the non-performing Party shall be excused from any performance of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event shall immediately notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature thereof. The non-performing Party is, however, always obligated to mitigate the effects of the Force Majeure Events.

14.2 Should an event of Force Majeure continue for more than three (3) months, each Party shall have the right to terminate the Agreement or part thereof.

15. LIMITATION OF LIABILITY

15.1 The Service Provider’s liability for damages shall be limited to direct damages caused negligently and the Service Provider’s total annual liability shall be limited to an amount corresponding to the total compensation paid by the Customer such contract year.

15.2 Neither Party shall be liable for any loss of production, loss of data, loss of business or profit, loss of use, loss of goodwill, the obligation to compensate a third-party or any indirect damages.

15.3 The above limitations shall not apply in relation to either Party’s indemnity obligations under Section 13 above or in the event of any loss which is caused by a Party’s gross negligence, intentional breach or breach of the confidentiality undertaking set out in the Agreement.

15.4 The Service Provider shall in no event have any liability for any losses incurred by the Customer end user due to any unauthorized use of the Products.

15.5 The Service Provider shall have no liability for any breach of the Agreement or interruption of the Service to the extent such breach or interruption is a result of (i) the acts or omissions of the Customer, User or the Customer’s partners and/or suppliers (other than the Service Provider), or (ii) the Service Provider complying with any instruction given by or on behalf of the Customer which the Service Provider advices against.

15.6 The Service Provider shall further have no liability for any breach of the Agreement or interruption of the Service in the event such breach or interruption is a result of an Infrastructure Provider, or any other third party not being a subcontractor to the Service Provider, failing to provide the items necessary for the Service Provider’s provisioning of the Service in a timely manner.

15.7 Each Party shall use reasonable endeavours to mitigate its losses under this Agreement, including any losses under any indemnities set out in this Agreement.

16. TERM AND TERMINATION

16.1 The Agreement enters into force on the Effective Date and shall remain in force for the period stipulated in the main agreement document, unless terminated earlier in accordance herewith.

16.2 Either Party may upon written notice to the other Party terminate the Agreement with immediate effect if: (i) the other Party has committed a material breach of the Agreement, and has not rectified the same within thirty (30) days after receipt of a written notice thereof; or (ii) the other Party is wound up or if a trustee in bankruptcy or insolvency, liquidator, receiver, or manager on behalf of a creditor is appointed or if circumstances arises which would entitle the court or a creditor to make a winding-up order, or if it otherwise is likely that the other Party is insolvent.

16.3 If the Agreement is terminated for cause by the Customer or for convenience by the Service Provider, the Customer shall be entitled to a pro rata return of any Fees paid in advance for the period affected by the termination. Unless otherwise is stipulated in the Agreement, the Customer is not entitled to reimbursement of any Fees paid in advance. The Customer shall furthermore, as instructed by the Service Provider, either return any material provided hereunder, or delete it.

16.4 Following termination, the Customer may request the Service Provider to transfer the Customer Data in the Service to the Customer in a manner agreed between the Parties, at a time and material basis per the consultancy fee in  the Service Provider’s price list as updated from time to time, by submitting a written request to the Service Provider. If no such request has been received by the Service Provider within thirty (30) days following termination of this Agreement, the Service Provider shall be entitled to delete the Customer Data without liability to the Customer or any third party.

17. MISCELLANEOUS

17.1 Notices

17.1.1 Any notice required or permitted to be given by either Party under this Agreement, shall be in writing and may be delivered by hand or courier, sent by registered airmail letter or e-mail to the Parties contact persons at the addresses stated herein or as otherwise agreed between the Parties. Such notice shall be deemed to be given:

(i) if sent by hand or courier, on the day of delivery to the receiving Party

(ii) if sent by registered airmail letter, five (5) days after the day of dispatch;

(iii) if sent by e-mail, on the day after sending, provided that the sending Party does not receive any error message and that the sending email account indicates that the email was sent to the correct address.

17.1.2 At the time of entering into this Agreement, the Parties respective contact details are as outlined in the main agreement document. The Parties may change their respective contact details by sending a notice in accordance herewith.

17.2 Assignment and Subcontractors

17.2.1 A Party may only assign the rights or obligations under the Agreement to a third-party with the prior written consent of the other Party. Such consent shall nevertheless not be unreasonably withheld.

17.2.2 The Service Provider may engage sub-contractors to execute and provide the Products.

17.3 Entire Agreement and Amendments

17.3.1 The Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements, arrangements and understandings between the Parties, whether written or oral, relating to the Products.

17.3.2 The Service Provider may amend the Agreement or make changes to the Products that do not fall within Section 2.2, with thirty (30) days prior written notice to Customer, save that to the extent that any such amendments or changes are required under any applicable laws or regulations, such notification period may be shorter to the extent required in order to ensure compliance. If any such amendments or changes prescribed by the Service Provider may have a material detrimental effect on the Customer, the Customer may terminate the Agreement prior to the amendment or change entering into effect. In case of such termination, the Customer’s sole remedy will be requesting a refund of any prepaid Fees hereunder relating to the period affected by the termination.

17.3.3 To the extent a link changes or stops to functions, this shall not entail that the Parties are not bound by the schedule or agreement document in question.

17.4 Survival of provisions

Any provision in the Agreement that to its nature is intended to survive the termination of the Agreement, will survive such termination and remain in force without limitation in time.

18. GOVERNING LAW AND DISPUTES

18.1 This Agreement shall be governed by and construed in accordance with the laws of Sweden, with the exclusion of its conflict of law rules.

18.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC Institute). The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed.

18.3 The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

18.4 The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other Party in connection with the dispute, or if the Party is obliged to so disclose pursuant to statute, regulation, a decision by an authority or similar.

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