Litium General Terms and Conditions

These General Terms and Conditions are applicable to all of Litium AB’s assignments concerning delivery of products and services. If terms contrary to the ones set forth in this document are a part of an Agreement, along with any appendices, between Litium and a counterpart, the terms in the Agreement, with any appendices, shall prevail.

1.Assignment

1.1.Care, etc.

During the period of the Assignment, Litium shall carry out the Assignment, in accordance with the contractual instructions and guidelines and in a professional manner, with due care and applying relevant knowledge, and honoring the best practice standards of the industry.

1.2.Implementation

The Client shall make the necessary computer time, office premises, etc., available for implementation of the delivery. Litium is entitled to demand compensation for additional work that arises as a result of the expansion or modification of the Assignment, or of errors in the requirements specification approved by the Client, and for time wasted or additional work due to delays in Litium’s work caused by the Client.

2.Hardware

The Assignment does not include the delivery of hardware. However, within the framework of the Assignment, Litium must provide to the Client advice and instructions on the technical platform necessary to ensure that the Product functions in accordance with its intended purpose after delivery. Litium does not, however, accept responsibility for the consequences of insufficient capacity, waiting  times that users may find excessive and corresponding problems with hardware caused by the Client’s inappropriate use of the Product contrary to Litium’s advice and instructions.

3.Delivery, etc.

3.1.Date of delivery

The contractual delivery date is the date when the delivery of the Assignment shall fulfil the Assignment Specifications. The effective delivery date is the date when the delivery of the Assignment objectively fulfils the Assignment Specification.

3.2.Delivery inspection

Over a period of thirty (30) working days immediately preceding the contractual or the effective delivery date, the Client shall carry out a delivery inspection to ensure that the Assignment is consistent with the Assignment Specification. If such compliance is ascertained, the Client shall submit his or her delivery acceptance. If the Client’s delivery acceptance is not submitted, despite the obligation to do so, the delivery shall be considered accepted thirty (30) working days from the day when the obligation as described above arose for the Client.

3.3.Delivery delays

A delivery is considered delayed when the effective delivery date occurs after the contractual delivery date and this is not attributable to the Client or to circumstances attributable to the Client’s performance. A delay includes the time from the contractual delivery date to the effective delivery date or the day on which the Agreement ceases, because of the delay, to apply.

3.4.Schedule

The schedule that shall apply to the Assignment is specified in the Assignment Specification. To the extent that Litium is required, within the framework of the Agreement, to monitor special cut-off dates or project times, this shall be explicitly stated in the Assignment Specification or documented in writing by the Parties in accordance with a special routine.

4.Financials

4.1.General

Litium is entitled to reimbursement of any out-of-pocket expenses provided they have been approved by the Client in advance. Any commissions or discounts received by the Client in conjunction with purchases or other orders on the Client’s account accrue to the Client, unless otherwise agreed. Litium’s list of rates may change during any time.

Both Parties shall maintain current records of their own time spent on work performed and time spent jointly on work carried out in concert.

It is incumbent on the Client to contest an invoice within thirty (30) days of the invoice date, if there is reason to complain about the invoice and/or underlying activity report. If such a complaint is not made or is made too late, Litium’s invoicing is automatically approved. Otherwise, the parties shall discuss the issue immediately, in order to resolve the problem associated with the contested invoice in a spirit of good will. If the parties cannot resolve the problem by agreement, the dispute must be resolved in accordance with the procedure described below.

4.2.Value-added tax

All compensation and prices are quoted excluding VAT.

4.3.Payment terms

Invoices for Assignments are payable within 30 days and are subject to penalty interest under the Interest Act. For services that are to be invoiced on a current account basis, 60-minute intervals apply. The prices and compensation amounts quoted apply throughout the assignment period.

4.4.Indexing

Litium may adjust the prices in the Agreement in accordance with Labour Cost Index (LCI), or such index that may supersede LCI. The foundation for the index number is the quarter and year that the Agreement is agreed upon by the parties.

5.Liability issues

5.1.Liability

Litium is liable for any damage suffered by the Client as a result of negligence that may become apparent in the fulfilment of the Assignment.

5.2.The scope of liability and limitations thereon

Liability for damages includes only compensation for direct damage or direct losses that arise as a result of work being performed incorrectly or other forms of negligence, in the fulfilment of Litium’s assignment. Accordingly, the liability does not extend to indirect damage or indirect losses such as lost profit, expected savings, loss of income or other general economic loss. The Client’s cost for additional work in the form of in-house time spent or outside expertise specially engaged to rectify negligence on the part of Litium is subsumed in the concept of “direct damage.”

Litium’s aggregate liability for damages has an overall limit of 15 times the basic amount as per the National Insurance Act. This aggregate liability for damages includes all types of compensation on which the parties are in agreement or that can otherwise come into question.

Nor is Litium liable for damage, stoppage or delays occurring because the Client’s existing equipment, or supplementary equipment contributed by the Client on some other occasion and not provided by Litium, is incompatible with equipment delivered by Litium. Nor is Litium liable for any damage, stoppages or delays caused by a third party and affecting Litium’s services rendered to the Client.

5.3.Insurance

Litium shall maintain adequate insurance coverage for its liability under the Agreement.

6.Terms of delivery

The terms of delivery are free Litium Stockholm.

7.Personnel

To fulfil the Assignment, Litium shall engage personnel who possess sufficient competence for the Assignment. Litium is entitled to engage an external subcontractor for the fulfilment of the Assignment.

The client shall during the assignment and twelve (12) month after the assignment is complete and approved, not offer employment to any personnel who is employed by Litium, without written consent from Litium. If the client is in breach of this section, the client must compensate Litium with an amount corresponding to three (3) months consulting fee, the fee is determined by the, at the time for the breach, current list of rates

8.Confidentiality

The parties commit to full confidentiality on circumstances concerning either one of the parties and its operations that become known to the other party. The confidentiality refers to circumstances relating to trade secrets that are otherwise not known to any third party.

9.Right of ownership

In relation to the Client, Litium becomes the owner of all intellectual property rights relating to software and documentation, etc., that is developed by Litium within the framework of the Assignment. By means of the Assignment, the Client acquires a non-exclusive, non-transferable right of usage.

10.Source code

If Litium cancels its payments, enters into negotiations in accordance with the Act on Company Reconstruction in order to reach a composition, or is declared bankrupt, the Client is entitled, subject to the limitations set forth below, to access the source code(s). The right of ownership, copyright and all other rights to the source code(s) – except the Client’s rights under this clause – accrue to Litium even after the Client has gained access to the source code. The Client is not entitled to copy – except for internal use and in normal quantities – market, or assign or transfer, entirely or partially, the right of ownership of the source code(s).

11.Miscellaneous

Litium has the right to change the terms of “LITUIM GENERAL TERMS AND CONDITIONS”. In the case of such changes, the client shall be notified via email or by publication of the information on Litium’s web page. It is incumbent on the client to present any complaint to the changes within four (4) weeks of notification. If the changes of terms are not to be considered insubstantial and are not approved by the client, and if the dispute cannot be settled through negotiation in good faith, the client has the right to terminate the Agreement effective immediately. If the client has not presented any complaints within the timeframe set forth in this section, the changes are to be considered as approved by the client.

12.Force majeure

If either party is prevented from fulfilling its undertakings under this Agreement by circumstances beyond the party’s control, or over which the party has no influence and can neither prevent nor overcome (force majeure), this shall constitute grounds for exemption, entailing the postponement of the performance date and exemption from damages and any other sanctions. Either party shall take all measures available to him or her to prevent a force majeure situation as described here from occurring, and shall always immediately inform the other party, in writing, of the force majeure event. Should the fulfilment of the Assignment be impeded to any significant degree for a period of more than two months on account of any of the circumstances mentioned above, each party must withdraw from the Agreement through written notice, with no obligation to provide compensation.

13.Disputes

Other disputes concerning the interpretation and application of this Agreement shall be decided by an arbitration procedure in accordance with the Rules for the Expedited Arbitration Rules of the Stockholm Chamber of Commerce. The arbitration proceedings shall take place in Stockholm.

If the Arbitration Institute, in the case of a dispute set forth to the Arbitration Institute, assesses the dispute should be arbitrated in accordance with the Arbitration Rules of the Stockholm Chamber of Commerce, the Arbitration Institute has the right to settle the dispute in accordance with those rules. Such dispute is to be judged by one sole arbitrator, or if necessary due to the monetary value of the dispute, by three arbitrators.

13.1.Demand for payment

Regardless of what is stated above, a party has the right claim compensation of an undisputed obligation and claim in accordance with general rules of procedural law.