General provisions

THE SERVICES

1.1 AM Hultdin System AB has developed three web-based services, i.e. the Maintenance System, the Case Management System and the Document Management System (hereinafter referred to as the “Services”).

1.2 The Services ordered by the Customer are set forth in the Customer’s AM Account available at https://account.amsystem.com/ (hereinafter referred to as the “AM Account”). The AM Account is the hub of the Customer’s interaction with AM Hultdin System AB. Instructions for the AM Account are available here. These General Provisions shall apply between AM Hultdin System AB and the Customer (hereinafter referred to individually as a “Party” or jointly as the “Parties).  

1.3 The General Provisions, AM Account, data processing agreement (hereinafter referred to as the “DPA”) and the service level agreement (hereinafter referred to as the ”SLA”) are hereinafter jointly referred to as the “Agreement”.

1.4 In the event of a conflict between the provisions of the AM Account, these General Provisions, the DPA, and the SLA, the documents shall have precedence inter se in the following order:
(1) AM Account
(2) DPA
(3) SLA
(4) General Provisions

1.5 Natural persons who have entered into the Agreement on behalf of the Customer warrant that they possess the authority to enter into the Agreement on behalf of the Customer and are responsible for holding AM Hultdin System AB harmless for any loss otherwise incurred by the company. 

1.6 The provision of the Services entails that AM Hultdin System AB processes personal data on behalf of the Customer in the capacity of personal data processor. The Customer is the personal data controller. Group Companies which use the Services after having obtained such access from the Customer pursuant to this Agreement are personal data controllers for the personal data transferred to the Services through such use by the Group Company. As a consequence thereof, a condition for the Customer’s grant of a licence to the Services in accordance with section 2.2 is that the Customer, by means of a power of attorney, has been granted the authority to enter into a DPA on behalf of the Group Company. Accordingly, the Customer, by virtue of signing this Agreement and the DPA, warrants that the Customer is empowered to enter into a DPA on behalf of the Group Company and is responsible for holding AM Hultdin System AB harmless for any loss the company otherwise incurs.

USE OF THE SERVICES

2.1 Provided that the Customer fully complies with the provisions of the Agreement and except as otherwise stated in the Agreement, AM Hultdin System AB grants the Customer a non-exclusive, non-transferable, limited right to use the Services for its own use.

2.2 In the event AM Hultdin System AB has granted consent, the Customer shall be entitled to grant a User (see the definition in section 4.1 below) in another Group Company access to the Services to a comparable extent as the Customer has access to the Services pursuant to this Agreement. “Group Company” means a legal person which directly or indirectly controls, is controlled by, or is subject to common control with the Customer. “Control” above means control of more than fifty per cent of the share capital in a legal person, control of more than half of the voting capital at a general meeting (or comparable) or of a meeting of the board of directors in a legal entity. 

2.3 In the event the Customer provides a User in a Group Company access in accordance with section 2.2 above, the Customer shall ensure that the Group Company and its User use the Services in compliance with the provisions of this Agreement including, but not limited to, liability to pay compensation for the Group Company’s use of the Services. The licensee shall be responsible for such company’s actions and omissions to the exclusion of any liability on the part of AM Hultdin System AB.                                     

2.4 With the exception of the provisions of section 16.1, the Customer shall not be entitled to assign, transfer or sub-license its rights pursuant to the Agreement to a third party.

2.5 Through the functions of the Services, Users may download documents, forms and activate options. Prices are set forth in AM Hultdin System AB’s price list applicable from time to time. The Customer and its Users are fully aware and accept
(i) that the document consists merely of a proposal which must be adapted on the basis of the circumstances in each individual case,
(ii) that AM System AB assumes no responsibility for ensuring that the document is suitable for use in an individual case,
(iii) that the document is used at their own risk and that AM System AB accordingly bears no liability for losses which may be incurred by the Customer or its user as a consequence of the use of the document and
(iv) that AM System AB – as part of developing the Services or where so required as a consequence of amended legislation, a decision by a court of law or a governmental authority – may make changes to the document, but such fact does not have as a consequence that the downloaded version of the document is modified or that the Customer or its users will be informed regarding the modifications.

THE CUSTOMER´S OBLIGATIONS 

3.1 The Customer undertakes to ensure that the Customer and the Users (as defined in section 4.1):

(a) in conjunction with the use of the Services, comply with (i) the provisions of this Agreement, (ii) applicable laws, ordinances and decisions by governmental authorities and (iii) instructions provided by AM Hultdin System AB from time to time in respect of the use of the Services; 

(b) do not transfer any material to the Website and/or the Services which may contain a virus, Trojan or other code (so-called malware) which may damage, disable, overload or impair the Website and/or the Services or infringe Another Customer’s use of the Website and/or the Services. “Another Customer” means another customer who, by virtue of an agreement with AM Hultdin System AB, uses the Services in a manner comparable to that of the Customer;

(c) do not take measures the purpose of which is to circumvent AM Hultdin System AB’s security system – e.g. by using Another Customer’s username and/or password or provide a username and/or password to a third party – or attempt to test the security or capacity of the Website and/or the Services without obtaining AM Hultdin System AB’s prior written consent therefor;

(d) do not decompile (reverse engineer) the Website and/or the Services.

(e) do not take measures the purpose of which is to afford the Customer unauthorised access to any computer system or network covered by the Website and/or the Services; and

(f) do not obtain or attempt to obtain material or information which was not intentionally made available or provided via the Website and/or the Services.

3.2 Breaches or attempted breaches of one, several, or all provisions of section 3.1 may be criminal, and AM Hultdin System AB may therefore be compelled to involve relevant governmental authorities in order to respond to this type of breach.

3.3  The Customer undertakes, subject to the limitations following from section 9 below, to hold AM Hultdin System AB harmless in respect of any claims brought against the company by third parties as a consequence of the use of the Services by the Customer or User in contravention of this Agreement. 

3.4 As stated in section 1.1, the Services are reached by connection to the Internet. For such connection and communication, certain equipment is necessary, e.g. certain computer and/or other communications equipment, software and an Internet connection (hereinafter referred to as the “Equipment”). The Customer shall be responsible for such Equipment and for obtaining the same at its own cost. AM Hultdin System AB shall not be responsible for losses incurred by the Customer as a consequence of faults or deficiencies in the Customer’s Equipment. The Customer is aware and acknowledges that upgrades to and/or modifications of the Services may entail changes in respect of the technical requirements imposed on the Customer’s Equipment. This is to ensure that the Customer can make use of the improvements entailed in an upgrade and/or modification.

3.5 The Customer may not modify, publish, forward, distribute, demonstrate or participate in transfer or sale, create secondary works of, or in some other manner commercialise (e.g. in printed form or on another website or networked computer) in whole or in part, any of the content of the Website and/or the content of the Services without AM Hultdin System AB’s prior written consent therefor.

USERNAMES AND PASSWORDS 

4.1 In order for the Customer to be able to use the Services, the Customer must create a user account (hereinafter referred to as the “User Account”) for the respective User. “User” in this Agreement means the Customer’s personnel, i.e. the Customer’s employees, consultants and persons in comparable positions, or comparable personnel at subcontractors to whom the Customer grants access to the Services, including comparable Users at Group Companies. In conjunction with the creation of a User Account, it shall be incumbent upon the Customer to provide complete and correct user information (hereinafter referred to as the “User Information”). The Customer shall choose the username and password. All User Accounts are administered by the Customer’s administrator’s account (hereinafter referred to as “Administrator of the Services”). The Administrator of the Services has expanded rights in conjunction with the use of the Services. The Customer shall determine which User(s) shall constitute the Administrator(s) of the Services. This is to enable the administration and maintenance of the User Accounts and ensure that usernames and passwords are chosen in accordance with the provisions of this section 4.

4.2 AM Hultdin System AB cannot verify that is in fact the Customer who is using the Services, but only that the correct username and password have been provided. Accordingly, the Customer undertakes not to disclose or in any other manner make available its username(s) or password(s) to any unauthorised person, and to ensure that unauthorised persons otherwise do not gain access to the username(s) or password(s). In the event a password is nonetheless used by a party other than the Customer, or where the Customer violates the password rules set forth in section 4.4 below, AM Hultdin System AB may block the Customer from using the Services. In such event, however, the Customer shall be notified of the fact that the Customer is being blocked.

4.3 The Customer undertakes: 
(a) to choose a password which is difficult to determine by persons other than the Customer. The password to the User Account must thus not consist of, for example, all or part of the Customer or User’s name and/or company/personal identification number;

(b) to carefully safeguard any notes regarding the password to the User Account;

(c) not to disclose the password to any unauthorised person; and

(d) to immediately change the password to the User Account in the event of any suspicion that an unauthorised person has learned the password.

4.4 Where there is reason to assume that a username and/or password is being misused by unauthorised persons, the Customer shall immediately instruct AM Hultdin System AB to block the Customer’s username and password. Such notice shall contain information regarding the Customer’s name, contract number, username and password and information regarding the period of time during which the Customer suspected that the username and/or password were misused by unauthorised persons. The Customer shall be liable for all losses incurred by AM Hultdin System AB as a consequence of the fact that the Customer’s username or password was learned by unauthorised persons. Such liability shall apply until such time as the Customer has blocked the relevant User Account.

PRICE AND PAYMENT TERMS

5.1 For the use of the Services, AM Hultdin System AB shall be entitled to impose charges as set forth in the provisions of the AM Account. The Customer undertakes to pay such charges to AM Hultdin System AB in accordance with such payment information. 

5.2 Unless otherwise stated by the Customer in the AM Account, the charges shall be invoiced on a quarterly basis in advance, normally with the last regular workday of the immediately preceding calendar year as the due date. Any one-off fees shall be invoiced monthly in arrears. Payments shall be made in Swedish kroner or euros and deposited on the bank giro account stated on the respective invoice. Payment must be received by AM Hultdin System AB not later than the due date set forth on the respective invoice. In conjunction with the failure to make payment, the following shall apply. Penalty interest shall be payable in accordance with the Swedish Interest Act (Swedish Code of Statutes 1975:635). In addition, AM Hultdin System AB shall be entitled to charge the Customer statutory reminder fees, collection fees and comparable fees applicable from time to time. The Parties are agreed that, in conjunction with the calculation of interest pursuant to this Agreement, the reference interest rate shall at no time be less than zero (zero floor).

5.3 In the event the Customer is of the opinion that an invoice is incorrect, the Customer shall notify the same to AM Hultdin System AB within a reasonable time. In the absence of special cause, a reasonable time shall be deemed to be sixty (60) days of the date the invoice was received by the Customer. In the event AM Hultdin System AB does not receive such notice within the prescribed time, the Customer shall be deemed to have waived the right to object to the invoice.  

5.4 The Customer shall only be entitled to a set-off of any counterclaims against AM Hultdin System AB in the event such counterclaims are based on final judgments or are accepted by the company.

UPDATING AND UPGRADING THE SERVICES 

6.1 AM Hultdin System AB intends to continuously develop its Services. Updating the Services is carried out by means of, for example, improvements or changes to existing functionality within the Services (hereinafter referred to as “Updates”). Updates are provided without charge to the Customer.                                                   

6.2 AM Hultdin System AB continuously provides new functionality in the Services by upgrading versions (new version entails that the number to the left in the version number is changed, e.g. from version 6.0 to version 7.0) (hereinafter referred to as “Upgrades”). Upgrades may be provided to the Customer subject to an increased cost for the Service.

6.3 When an upgrade is available, the Customer is offered the opportunity to upgrade its version in the Service. 

SUSPENSION OF THE SERVICES

7.1 AM Hultdin System AB shall be entitled to immediately and until further notice block the Customer from using the Services:                 

(a) in conjunction with the failure to make payment within thirty (30) days following receipt by the Customer of a payment reminder; or

(b) where the Customer materially breaches this Agreement or where AM Hultdin System AB has reasonable grounds to assume that such is the case and the Customer does not effect rectification within thirty (30) days of receipt by the Customer of a written demand to effect rectification.         

7.2 AM Hultdin System AB shall be entitled at any time whatsoever and without prior notice to suspend access to the Services in order to protect the Services from unauthorised attack or comparable.                                   

7.3 The Customer shall not be released from the duty to pay for the Services during the suspension period. Where grounds for termination of the Services do not exist (see section 8) AM Hultdin System AB shall reinstate the Services as soon as the Customer is no longer in breach of the Agreement.                           

PREMATURE TERMINATION

8.1 In addition to the provisions thereon in other provisions of this Agreement, AM Hultdin System AB shall be entitled to terminate the Agreement with immediate effect in the event payment for the Services is not received by AM Hultdin System AB within sixty (60) days of the date upon which the Customer received a payment reminder.

8.2 Over and above the provisions thereon in other parts of this Agreement, the Parties shall be entitled to terminate the Agreement with immediate effect: 

(a) in the event a Party is in material breach of this Agreement and does not effect full rectification within fourteen (14) days of the day upon which a written demand therefor was received by the other Party; or     

(b) in the event a Party (i) suspends payments, (ii) takes a decision to pursue, or is placed into, liquidation, (iii) applies for, or is placed into, corporate reorganisation or bankruptcy or (iv) it may otherwise be reasonably assumed that the Party is insolvent.

8.3 Notice of termination must be given in writing and given without unreasonable delay after the affected Party learns or should have learned of such circumstances asserted for termination.

8.4 Irrespective of whether the Agreement is terminated or not, a Party shall be compensated for any losses incurred as a consequence of the other Party’s breach of contract.

LIMITATION OF LIABILITY 

9.1 Subject to the limitations set forth below, a Party shall be entitled to compensation for direct losses caused by the other Party or a party for whom the other Party is responsible as a consequence of the negligent failure to comply with the Agreement. “Direct loss” means reasonable and verified additional costs incurred by a Party as a consequence of the breach of contract in question. A Party shall not be liable for indirect losses such as, for example, loss of profit or the like in the business activities of the other Party or a third party, impediments to the fulfilment of obligations to a third party or the loss of benefit of the Agreement. AM Hultdin System AB’s liability for losses per year shall be limited to the amount of the annual fee for the Services. In addition, a Party shall be released from liability for losses caused as a consequence of events beyond such Party’s control which such Party could not reasonable expect and the consequences of which such Party could not reasonably have avoided or overcome such as, for example, but not limited to, interruptions in the Customer’s Internet connection, faults in the Customer’s Equipment which are not due to AM Hultdin System AB, faults which affect a Party or any relationship of a Party, accidents, explosions, armed conflicts or similar conditions, riots, fires, lightning strikes, floods, leakage, electrical outages, labour market conflicts, pandemics, the actions or failure to act on the part of governmental authorities, as well as new or amended legislation. The aforementioned shall apply also where sub-contractors or other parties with whom AM Hultdin System AB cooperates are prevented from providing the Services due to such circumstances referred to herein.

9.2 Any claims in damages against a Party must be brought within a reasonable time after the loss was discovered or should have been discovered. In normal cases, a reasonable time means three (3) months. In the event a Party has not asserted a claim for compensation against the other Party within the prescribed time, such Party’s right to assert the claim shall be forfeited.

TERMINATION OF THE AGREEMENT ETC.

10.1 The AM Account states when notice of termination must be received by the other Party at the latest in order for the Agreement to cease to apply upon the expiry of the current term of Agreement, and each Party shall be entitled to terminate the Agreement subject to the period of notice of termination. This period of time may vary between different Agreements, but shall in no case be less than thirty (30) days. Accordingly, the Customer is aware that the Agreement will cease to apply in good time prior to the expiry of the term of agreement. Thus, it is incumbent upon the Customer, prior to the expiry of the term of the agreement (and the termination of the Agreement) to export, by means of the export function in the respective Services (hereinafter referred to as the “Export Function”), the information which the Customer, by means of the Customer’s use of the Services, has transferred to AM Hultdin System AB (hereinafter referred to as the “Transferred Information”) to another location. For the sake of clarity, it is noted that, in order to be valid, notice of termination on the part of the Customer must be given by authorized company signatories.

10.2 In the event AM Hultdin System AB terminates the Agreement with immediate effect pursuant to section 8 above, the company shall, for a period of not less than thirty (30) days following termination of the Agreement, afford the Customer the possibility, by means of the Export Function, to export Transferred Information to another location.                                                                             

10.3 In the event AM Hultdin System AB is placed into bankruptcy, and the Customer refrains from terminating the Agreement with immediate effect pursuant to section 8.2 (b), the Customer shall be entitled to demand that the Customer, during a period of not less than thirty (30) days following termination of the Agreement, be afforded the possibility, by means of the Export Function, to export Transferred Information to another location. However, this obligation shall be conditional upon the Customer, up to the time of the bankruptcy, fulfilling its payment obligation to AM Hultdin System AB in respect of the Services.

CONFIDENTIALITY

11.1 The Parties undertake, without limitation in time, not to disclose to outside parties Confidential Information regarding the other Party which a Party has received pursuant to this Agreement. “Confidential Information” in this Agreement means all information – technical, commercial or otherwise – irrespective of whether or not the information is documented, with the exception of: 

(a) Information which is in the public domain or which enters the public domain in a manner other than as a consequence of a Party’s breach of the provisions of this Agreement;

(b) Information which a Party can show was already known to such Party before it was received from the other Party; and

(c) Information which a Party has received or will receive from a third party without being bound by a duty of confidentiality in relation thereto. 

In cases referred to in 11.1 (c) above, however, a Party shall not be entitled to disclose to outside parties the fact that the same information was also received from the other Party pursuant to this Agreement.

11.2 Each Party undertakes to ensure that employees, consultants and board members of a Party do not disclose Confidential Information to outside parties. Accordingly, a Party shall ensure that employees, consultants and board members who may be expected to come into contact with Confidential Information are bound to hold in confidence such information to the same extent as a Party pursuant to this Agreement.                           

11.3 Breaches of this provision shall exist irrespective of the fact that intent or negligence cannot be demonstrated. 

11.4 Notwithstanding the provisions in sections 11.1 – 11.3, a Party shall be entitled to disclose Confidential Information which a Party is obliged to disclose according to law or an order of a competent court of law. During pending disputes before competent courts of law, a Party shall also be entitled to disclose Confidential Information in interactions with witnesses and otherwise make use of such information within the context of the proceedings. In addition, a Party shall be entitled to communicate Confidential Information to such Party’s attorney, auditors and other professional advisors who are bound by duties of confidentiality.

AMENDMENTS TO TERMS AND CONDITIONS

12.1 AM Hultdin System AB shall at all times be entitled to amend or supplement the Agreement (hereinafter referred to as the “Amendments”) (i) which are immaterial to the Customer or (ii) which are required due to changes in law or other regulation, decisions of courts of law or governmental authorities. Amendments shall be notified to the customer by email sent by AM Hultdin System AB to the email address designated as the account owner in the AM Account. Such Amendments shall enter into force one (1) week after notice of the Amendment has been received by the Customer.                                 

12.2 In addition, AM Hultdin System AB shall be entitled to raise the price of the Services in the event the company’s costs for providing the Services (i) increase as a consequence of a change in law or other regulation, a decision of a governmental authority, changes in taxes or other fees or (ii) increase by more than five (5) per cent as a consequence of exchange rate changes, changes in fees payable to sub-contractors or other comparable circumstances as a consequence of which there is an increase in company’s costs for the provision of the Services. Such price increases shall enter into force three (3) months after the notice of the price increase was received by the Customer. The Customer shall be entitled, not later than one (1) month prior to the entry into force of the price increase, to terminate the Agreement effective on the day the price increase enters into force. In the event the Customer has not terminated the Agreement not later than one (1) month prior to the entry into force of the price increase, the Customer shall be deemed to have accepted the price increase. 

12.3 In addition to the provisions of sections 12.1 and 12.2, AM Hultdin System AB shall be entitled to make Amendments in the event the company is purchased by, purchases, or merges with another company. Such Amendments shall enter into force three (3) months after the notice of the Amendment has been received by the Customer. In conjunction with such Amendment, the Customer shall be entitled, not later than one (1) month prior to the entry into force of the Amendment, to terminate the Agreement as of the day the Amendment enters into force. In the event the Customer has not terminated the Agreement not later than one (1) month prior to the entry into force of the Amendment, the Customer shall be deemed to have accepted the Amendment.    

INTELLECTUAL PROPERTY RIGHTS

13.1 All intellectual property rights and technical solutions in respect of the Website and/or the Services are the property of AM Hultdin System AB or the property of third parties with whom the company cooperates and may not be used by the Customer over and above that necessary for the use of the Services in accordance with the Agreement.

13.2 In the legal relationship between the Parties, the Customer holds all rights to Transferred Information. AM Hultdin System AB shall only be entitled to use Transferred Information to the extent necessary for the company to be able to perform its undertakings pursuant to this Agreement.

13.3 AM Hultdin System AB warrants that the Services do not constitute infringement of other rights. The Customer shall, without delay, notify AM Hultdin System AB in writing in respect of any claims brought by third parties for infringement of copyright or other intellectual property rights due to the Customer’s use of the Services. In conjunction with an assertion of infringement for which AM Hultdin System AB is liable, the company shall, at its own cost, either (i) ensure that the necessary rights are obtained or (ii) replace the disputed part of the Services.

13.4 The Customer warrants that Transferred Information does not constitute infringement of any other right. AM Hultdin System AB shall, without delay, notify the Customer in writing in respect of any claims brought by third parties for infringement of copyright or other intellectual property rights due to the Transferred Information. In conjunction with an assertion of infringement for which the Customer is liable, the Customer shall, at its own cost, either (i) ensure that the necessary rights are acquired or (ii) remove the disputed Transferred Information.

13.5 A Party undertakes to compensate the other Party for any compensation and damages which the other Party is compelled to pay by way of settlement or judgment for infringement of intellectual property rights for which the first Party is liable. Other than compensation for amounts which the other Party is obliged to pay to third parties, the other Party shall not be entitled to compensation for losses arising as a consequence of intellectual property law violations.

PROCESSING OF PERSONAL DATA

14.1 AM Hultdin System AB shall collect personal data from the Customer’s contact person in conjunction with the entry into the Agreement by the Parties. This personal data shall be processed by AM Hultdin System AB from the purpose of fulfilling the Agreement in relation to the Customer. Detailed information regarding the processing of personal data is set forth in the Integrity Policy which may be obtained on the Website here.

14.2 AM Hultdin System AB processes personal data on behalf of the Customer in the capacity of a personal data processor in accordance with legislation applicable from time to time. The personal data processed is comprised of:

(a) personal data provided by the Customer’s contact person(s) during (i) the negotiations preceding the Agreement, (ii) upon entering into the Agreement and (iii) during the term of the Agreement;   

(b) User Information provided in conjunction with the creation of the User Account; 

(c) personal data which the Customer or User provides in conjunction with fault and support matters and in conjunction with any continued contacts as a consequence of such matters; and

(d) personal data processed by the Customer in conjunction with the use of the Services. 

The information in section 14.2 above is hereinafter referred to collectively as “Personal Data”.

14.3 In its capacity as the data controller, the Customer shall be responsible for all processing of the Personal Data in accordance with legislation applicable from time to time.

14.4 Personal Data is collected on behalf of the Customer and the processing of Personal Data takes place for the purpose of (i) AM Hultdin System AB being able to provide the Services, (ii) AM Hultdin System AB being able to preserve its rights and perform its obligations pursuant to the Agreement and (iii) AM Hultdin System AB being able to pursue marketing measures. “Marketing measures” in this Agreement means communicating with the Customer’s contact person, for example, by sending newsletters, special offers, information regarding new functions in the Services and information regarding new products and services provided by AM Hultdin System AB.

14.5 For the performance of the Services, Personal Data may be released to third parties.                         

14.6 The processing of Personal Data is necessary for AM Hultdin System AB to be able to fulfil the company’s obligations pursuant to the Agreement. AM Hultdin System AB undertakes to perform processing of Personal Data in accordance with the DPA.

14.7 By virtue of the Customer’s signing of this Agreement, the Customer enters into the DPA with AM Hultdin System AB on behalf of the Group Company which shall cover all processing of Personal Data carried out by AM Hultdin System AB on behalf of the Group Company. The Customer shall be responsible for the performance by the Group Company of its undertaking prescribed in the DPA. For the sake of clarity, it is noted that, in conjunction with the application of the DPA, the definition of “Customer” is deemed to include such Group Company in each individual case.

NOTICES 

15.1 Notice of termination and other notices pursuant to this Agreement (hereinafter referred to as a “Notice”) must be in writing and sent by e-mail. Notices to AM Hultdin System AB must be sent to info@amsystem.com. Notices sent to the Customer shall be sent to the e-mail address provided in the customer information. A Notice shall be deemed to have been received by a Party not later than five (5) days after the Notice was sent (provided the Notice was not actually received earlier).  

MISCELLANEOUS

16.1 The Customer may only assign rights and obligations pursuant to the Agreement where approved by AM Hultdin System AB. Both the assignment and consent must be in writing. In conjunction with any assignment, the assignor Customer shall not be liable for payment for obligations which arise following the date of assignment. The assignee Customer shall be responsible therefor. In addition, the assignee Customer shall not be liable to make payment for obligations which arose prior to the date of assignment. The assignor Customer shall be liable therefor. Any fees which the assignor Customer paid in respect of the period of time following the date of assignment shall not be refunded or deducted from the fees which the assignee Customer is obliged to pay AM Hultdin System AB for the period of time following the date of assignment. AM Hultdin System AB shall be entitled in its discretion to assign its rights and obligations pursuant to the Agreement in conjunction with a reorganisation of the group in which AM Hultdin System AB is included or in conjunction with a transfer of the business conducted by the company.

16.2 In the event any provision of this Agreement becomes illegal, invalid or for some other reason inoperative, such provision shall be deemed separate from the other provisions of the Agreement and such separation shall not affect the validity or enforceability of the remaining provisions. In such case, the invalid provision shall be replaced with a valid provision agreed upon by the Parties in order to achieve the same result, both economically and otherwise.

16.3 This Agreement constitutes the Parties’ full agreement in respect of the issues addressed by the Agreement. All other written or oral undertakings and representations preceding this Agreement shall thus be replaced by the contents hereof. 

16.4 In order to be valid, amendments and supplements to this Agreement shall (subject to the exception for the provisions of section 12) be prepared in writing and signed by the Parties. 

DISPUTES

17.1 This Agreement shall be governed by Swedish law. 

17.2 Disputes arising as a consequence of the creation, application or interpretation of this Agreement, and other disputes which derive from this Agreement, shall at all times initially be the subject of negotiations between the Parties. In the event the Parties have not, within a period of thirty (30) days following a demand by a Party for negotiation, reached an agreement regarding a resolution of the dispute, the dispute may not be referred to a court of law but, rather, to the exclusion of all other fora, shall be conclusively determined by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (hereinafter the “Institute”). The Institute’s Rules for Expedited Arbitration shall apply unless the Institute, taking into account the degree of difficulty of the case, the value in dispute and other circumstances determines that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply to the proceedings. In the latter case, the Institute shall also determine whether the tribunal shall consist of one (1) or three (3) arbitrators. 

17.3 The place of arbitration shall be Skellefteå, Sweden. The language of the proceedings shall be Swedish. 

17.4 Arbitral proceedings invoked by reference to this arbitration clause, all information disclosed, and all documentation submitted or issued by or on behalf of a Party or the arbitrators during such proceedings, as well as all decisions and awards rendered or issued as a consequence of such proceedings shall be treated as strictly confidential and may not be used for purposes other than the arbitration in question or to enforce such decision or award, and cannot otherwise be disclosed to any third party without obtaining the prior written consent of the Party to whom the information pertains or, in respect of decisions and awards, the disputing Parties.