General Terms and Conditions

Last updated: 2024-05-28.

1. Parties. These general terms and conditions (the “Terms”) govern the contractual relationship between Validio AB (“Validio”) and the customer entity (“Customer”) (ii) identified in the ordering document signed by both parties referencing these Terms (“Order”) or (ii) electronically accepting these Terms via the Validio.io website. Validio and Customer may jointly be referred to as the “Parties” and individually as a “Party”.

2. Definitions.  Capitalized terms used but not defined herein have the meanings ascribed to them in  Schedule 1 of this Agreement.

3. Evaluations. The terms in this Clause 3 apply when Validio permits the Customer to conduct a proof of concept, evaluation of the Service.

3.1 If Validio permits the Customer to conduct a proof of concept or evaluation of the Service (the “Evaluation” and any such evaluated Service, the “Evaluation Services”), the Customer may use such Evaluation Services for evaluation purposes only for a maximum of four (4) weeks, or such other duration and for the Fee (if any) as specified in an Order (the “Evaluation Period”). If the Customer does not purchase the Subscription for the Service, the rights to use such Evaluation Services will terminate immediately upon expiry of the Evaluation Period.

3.2 Clause 11 (Warranties and Disclaimer) and Clause 18 (Limitation of Liability) will not apply to Evaluation Services. EVALUATION SERVICES ARE PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, (i) NEITHER VALIDIO NOR ANY OF ITS THIRD-PARTY SUPPLIERS OR LICENSORS MAKES ANY WARRANTIES, CONDITIONS, REPRESENTATIONS OR UNDERTAKINGS OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RELATION TO SUCH EVALUATION SERVICES OR RELATED SERVICES, AND (ii) IN NO EVENT SHALL VALIDIO BE LIABLE TO CUSTOMER OR TO THOSE CLAIMING THROUGH CUSTOMER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGE OR LOSS OF ANY KIND INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE OR BUSINESS, BUSINESS INTERRUPTIONS, LOSS OF GOODWILL, LOSS OF OR CORRUPTION TO DATA, HOWSOEVER ARISING AND WHETHER OR NOT VALIDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, CORRUPTION OR DAMAGE.

3.4 IF ANY LIMITATION, EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN CLAUSE 3.2 IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND VALIDIO BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY HOWSOEVER ARISING, SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000).

4. Orders. The Order shall specify the service and software provided by Validio to Customer, usage entitlements and the period for which the Service may be used (the “Term”). These Terms together with the applicable Order govern the Customer’s access and use of the Service and collectively form the agreement between the Parties (the “Agreement”). These Terms may be used by Customer either for a single Order or as a framework for multiple Orders. Where appropriate, Orders must specify a Start Date by which the Service shall commence. An Order must be in writing and reference the Terms to be valid. 

5. The Service. 

5.1 Supply of the Service. The Service shall be available for the Term except during periods of preventative or emergency maintenance when Validio shall be entitled to suspend the Service without liability to the Customer. Validio shall use all reasonable endeavours to undertake routine and preventive maintenance so as to cause as little disruption to the Customer as possible and in so far as it is reasonable to do so in the circumstances, will provide advance notice to the Customer of any suspension of the Service.

5.2 Licence. Subject to Customer’s compliance with the terms and conditions of Agreement, Validio grants to Customer a non-exclusive, non-transferable, non-sublicensable, fully revocable limited license for the Term to: (i) install, integrate, access and use the Service specified in the Order for Customer’s or its Affiliate’s internal business operations, in object code form only (save as expressly authorised in writing by Validio); and (ii) use the Documentation.

5.3 Usage Restrictions. Access to the Service is on a usage basis, and is licensed, not sold. Customer specifically agrees not to: (i) access or use the Service in excess of the permitted Usage entitlements set out in the Order; (ii) sub-licence, rent, sell, lease, distribute or otherwise transfer its right to access or use the Service or otherwise use or allow others to use the Service for the benefit of any third party (other than Affiliates); (iii) attempt to reverse engineer, decompile, reverse compile, disassemble, decrypt, translate or derive the source code or underlying ideas or algorithms or review data structures of the Service, Software and/or Third Party Software or any portion thereof, except as required to be permitted by applicable law; (iv) modify, correct, adjust, customize, port, translate, localise or create derivative works (including but not limited to creating new or extending existing tables or databases) of the Service, the Third Party Software and/or the Documentation; (v) provide access to the Service save as provided in this Agreement; (vi) use the Service in violation of any law, statute, ordinance or regulation applicable to Customer; (vii) gain or attempt to gain non-permitted access by any means to any Validio computer system, network or database; (viii) access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation; (ix) introduce or permit the introduction of, any Virus into the Validio's network and information systems and/or (x) file copyright or patent applications that include the Service or any portion thereof.

5.4 Users and permitted use. Where access to the Service is licensed on a per User basis, Customer agrees that: (i) the maximum number of Users that it authorises to access and use the Service and the Documentation shall not exceed the number of User subscriptions it has purchased under the Order; and (ii) it will not allow any User subscription to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Service and/or Documentation.

5.5 Affiliates. Validio acknowledges and agrees that the Service may be provided for the benefit of Affiliates of the Customer from time to time if this is set out in the applicable Order and such Affiliates shall be entitled to utilise the Service in the same way as Customer under the terms of this Agreement. To the extent that any such Affiliate uses the Service in accordance with this Clause 5.5, Customer will be entitled to enforce any term of this Agreement and recover all losses suffered by such Affiliate pursuant to this Agreement as though Customer had suffered such loss itself, provided that in no event may Customer make multiple recoveries in respect of the same loss.

5.6 Outsourcing. If Customer contracts with a third-party service provider (each, an “Outsource Provider”), Customer may permit such Outsource Provider to exercise the rights granted in Clause 5.2 on Customer’s or its Affiliates’ behalf, provided that: (i) the Outsource Provider shall only use the Service for Customer’s use subject to terms and conditions that are consistent with the rights and limitations set out in the Agreement; and (ii) Customer shall remain liable for the acts and omissions of the Outsource Provider under the Agreement.

6. Prices and taxes. Prices will be quoted in writing by Validio.  All prices are stated and payable in USD (unless stated otherwise), and are exclusive of any taxes, customs duties or charges (such as VAT) assessed in the jurisdiction in which the Customer is physically located and utilizes the Service. Should Customer be required under any law or regulation of any governmental entity or authority outside of Sweden to withhold or deduct any portion of the payments due to Validio, then Customer will increase the sum payable to Validio by the amount necessary to yield to Validio an amount equal to the sum Validio would have received had no withholdings or deductions been made.

7. Invoices and Payment.  

7.1 Validio shall invoice Customer annually in advance unless stated otherwise in the applicable Order. Customer agrees to pay all invoiced amounts within thirty (30) days of the Validio invoice date.  Validio may suspend or cancel performance of open Orders or the Service if Customer fails to make payments when due. Any late payment shall accrue interest at a rate of one percent (1%) per month, or the highest rate allowed by applicable law, whichever is lower, and Validio shall be entitled to recover all reasonable expenses incurred in collection, including legal fees. No refunds will be made except as provided in clause 8.2 (Warranty Claims) and clause 10.3 (Remedies).

7.2 Usage Entitlements. If during the Term the Customer exceeds any of the Usage Entitlements set out in the applicable Order, it shall be charged an additional sum appropriate to its usage in accordance with the then current Price List which shall be co-termed to the underlying Term. For the avoidance of doubt, Customer shall not have the right to report less than the Usage Entitlements originally purchased under the Order.

8. Warranties and Disclaimer.

8.1 Service performance.  Validio warrants to Customer that during the Term: (i) the Service will materially conform to the Documentation; and (ii) the Service and any Implementation Services will be performed with reasonable care, skill and diligence in accordance with generally recognized commercial practices and standards.  Customer agrees to provide prompt notice of any service concerns and Validio will re-perform those Implementation Services that failed to meet the warranted standard.

8.2 Warranty claims.  If during the Term: (i) Validio is promptly notified by Customer of an error in the Service and provided with reasonable written details in a fault report together with such assistance as may be reasonably required in order to enable diagnosis of the error; and  (ii) Validio confirms the error in the Service was not subject to the conditions in clause 8.3, then as Validio’s entire liability and Customer’s sole remedy for such breach of warranty, Validio shall (at Validio’s sole option and expense) repair, correct, re-perform or replace the Service within a reasonable time or authorise a refund of any prepaid, unused portion of the Fees, in which case the Agreement will terminate. 

8.3 Exclusions. The warranty in clause 8.2 shall not apply if: (i) the Customer’s use of the Service is not materially in accordance with this Agreement; and/or (ii) Customer fails to follow Validio’s environmental or operational instructions or procedures in the Documentation.

8.4. Disclaimer.  THIS AGREEMENT STATES ALL REMEDIES FOR WARRANTY CLAIMS. EXCEPT AS SET OUT IN CLAUSES 8.1 AND 8.2, AND TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER VALIDIO NOR ANY OF ITS THIRD-PARTY SUPPLIERS OR LICENSORS MAKES ANY WARRANTIES, CONDITIONS, UNDERTAKINGS AND REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN RELATION TO ANY SUBJECT MATTER OF THE AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.  VALIDIO DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR IMPLEMENTATION SERVICES, INCLUDING WITHOUT LIMITATION THE USEFULNESS, COMPLETENESS, ACCURACY AND CONTENT OF SUCH RESULTS, AND FOR CONCLUSIONS DRAWN FROM SUCH USE, AND VALIDIO DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE CAUSED BY ANY RELATED ERRORS OR OMISSIONS.  

9. Intellectual Property Rights. 

9.1 Except as expressly set forth herein: (i) this Agreement does not grant either Party any rights, implied or otherwise, to the other’s Intellectual Property; and (ii) Validio, its suppliers and licensors, retain all right, title and interest in and to the Service, and the Documentation and all copies thereof, including all enhancements, improvements, error correction, new releases, updates, derivations, and modifications thereto (collectively, “Validio Intellectual Property”). Customer agrees to inform Validio promptly of any infringement or other improper action with respect to Validio Intellectual Property that comes to Customer’s attention. 

9.2 Notwithstanding anything to the contrary in this Agreement, Validio may monitor Customer’s use of the Service and collect and compile data, logs and information related to your use of the Service to be used by Validio in an aggregated and anonymized manner, including to compile statistical and performance information, analytics and metadata related to the provision and operation of the Service ("Aggregated Statistics"). As between Validio and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Validio. Customer acknowledges that Validio may compile Aggregated Statistics based on data input into the Service.

9.3 The Customer may submit feedback, comments, enhancement requests and ideas about the Service to Validio including on how to improve the Service (“Feedback”). Customer agrees that such Feedback is unsolicited, gratuitous and without restriction and will be the sole and exclusive property of Validio which may use and incorporate Feedback in its products and services without any additional compensation to Customer.

10. Intellectual Property Rights Infringement.  

10.1 Validio Indemnity. Validio shall indemnify, Customer, its officers, directors and employees against all liabilities, damages, costs and expenses (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that the Service, or use of the Service by Customer, infringes a patent, copyright or trademark or misappropriates any third party trade secrets. Validio’s indemnification obligations shall be subject to Customer: a) giving Validio prompt written notice of any such claim; b) not making any admission, or otherwise attempting to compromise or settle the claim; c) giving Validio exclusive control and authority to defend or settle the claim; and d) providing reasonable cooperation to Validio in the defence and settlement of such claim, at Validio’s reasonable expense. Customer shall be obliged to mitigate its losses insofar as is reasonable in the circumstances.

10.2 Exclusions. The indemnity in clause 10.1 shall not apply to the extent that a third party claim is caused or results from: a) Customer’s use of the Service with other software, services or products not provided by Validio, if the claim would have been avoided by the independent use of the Service; b) Customer’s continued usage after being notified of allegedly infringing activity and being provided modifications that would have avoided the alleged infringement (for which Validio shall use commercially reasonable efforts to substantially preserve the utility and functionality of the Service that are the subject of the claim); or c) Customer’s use of the Service in a manner not in accordance with this Agreement or the Documentation if the third party claim would have thereby otherwise been avoided.

10.3 Remedies. If Validio reasonably believes the Service infringe a third party’s Intellectual Property Rights, then Validio may (in its sole discretion), at no additional cost to Customer: a) procure for Customer the right to continue to use the Service; b) replace the Service; or c) modify the Service to avoid the alleged infringement. If none of the foregoing options are commercially reasonable, Validio may terminate the licence for the allegedly infringing Service and refund a pro rata amount of the Fees paid by the Customer from the date a third party claim arose for the allegedly infringing Service to the then-current date, whereupon this Agreement shall automatically terminate.

10.4 Clauses 10.1 to 10.4 (inclusive) state the Customer's sole and exclusive rights and remedies, and Validio’s (including Validio’s employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trademark, or misappropriation of any third party trade secrets.

10.5 Customer Indemnity. In the event of any third-party claim against Validio for infringement or misappropriation of Intellectual Property Rights that is attributable to Customer, Customer will defend and indemnify Validio, observing, mutatis mutandis, the same conditions as those set forth above, from and against monetary damages or costs finally awarded against Validio by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Customer, and reasonable and verifiable costs and expenses (including without limitation reasonable attorney’s fees) incurred by Validio in relation to such claim. 

11. Customer Data 

11.1 For any Customer Data uploaded to the Service, Customer grants to Validio a limited, non-exclusive, non-transferable licence to access and use Customer Data to the extent necessary to provide Service during the Term. In furtherance of the foregoing, Customer shall ensure that it is permitted to do so in accordance with applicable laws and regulations including, without limitation, applicable Data Protection Laws. Customer retains and shall own all right, title and interest in and to Customer Data.

11.2 Validio shall maintain Customer Data in the hosted location specified in the applicable Order or as otherwise agreed between the Parties in writing. Customer is solely responsible for (i) its use of the Service and the activities of its users, (ii) the accuracy, integrity, legality, reliability and appropriateness of all Customer Data, and (iii) ensuring that it has all the necessary rights, consents and permissions to upload or input the Customer Data to the Service. Validio shall comply with Customer’s express instructions with respect to the ownership, custody, processing or disposition of Customer Data by Validio and subject to Validio's own compliance with its obligations under clause 17.3 (Data Protection), Customer shall indemnify Validio, its Affiliates and their respective officers, directors and employees, against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) incurred by reason of Validio’s compliance with such Customer instruction.

11.3 Validio does not provide backup services for Customer Data, and Customer acknowledges and undertakes that it shall be solely responsible for back-up of all Customer Data. Validio will, without notice on termination of this Agreement, delete any Customer Data that may remain in its possession or control in accordance with clauses 16.6(d) and 16.7.

11.4 In using the Service (or authorising its Outsource Provider to use the Service on Customer’s behalf), Customer shall be responsible for establishing, monitoring and implementing security practices to control access to and use of the Service and all Customer Data therein.

11.5 Customer expressly recognizes that Validio does not endorse any Customer Data processed by or used in conjunction with the Service. Customer assumes sole responsibility for results obtained from the use of the Service and the conclusions drawn from such use, and Validio disclaims all liability for any loss or damage caused by errors or omissions.

12. Compliance. Each Party agrees to comply fully with all relevant laws, including anti-bribery and anti-corruption laws, export and re-export laws and regulations relating to use of the Service in its place of business, regardless of country or jurisdiction.

13. Supervision and audits.

13.1 Customer agrees to monitor and ensure that they stay within the applicable Usage Entitlements as set forth in the Order, and promptly report to Validio any use of the Service in excess thereof. Customer will also implement and maintain reasonable security and supervisory controls for the safe custody and correct and proper access and use of the Service and Documentation, to prevent any unauthorized use, copying, distribution, publication, or disclosure thereof. Customer agrees and acknowledges that Validio may use performance and usage data to analyze and resolve bugs and errors in order to improve the provision and operation of the Service.

13.2 Validio reserves the right to audit the correct use of the Service (electronically or otherwise), and generate reports related to Customer’s access to and use of the Service to ensure compliance with the terms of this Agreement and any Order. Customer agrees to provide, without any charge, appropriate access, assistance and information for such purpose upon Validio’s reasonable request. This right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business. Any audits may be performed by Validio or any third-party auditor engaged by Validio and/or its licensors for its own part and/or on behalf of any vendor of any applicable Third-Party Software. Validio reserves the right to assign such audit rights to relevant Third-Party Software vendor(s) and to report any audit results to such vendor(s). 

13.3 Without prejudice to any other rights and remedies available to Validio, should Validio find that Customer’s use is not in compliance with this Agreement and the applicable Order, then Customer shall pay additional fees as may be due for such non-compliant use in accordance with Validio’s then-current rates. If the audit reveals under payment by more than 5% for the audited period the Customer shall in addition be responsible for all reasonable costs of the audit including all related expenses, both out of pocket for Validio or other personnel time. 

14. Confidentiality.

14.1 Each Party will treat the other Party’s Confidential Information as confidential. Confidential Information of one Party (the “Disclosing Party”) may only be used by the other Party (the “Receiving Party”) for the purpose of fulfilling obligations or exercising rights under this Agreement, and may only be shared with employees, agents or contractors of the Receiving Party who have a need to know such information for such purpose (“Representatives”). Each Party will procure that any of its Representatives to whom Confidential Information is disclosed are bound by contractual obligations equivalent to those in this Clause 14.1. Notwithstanding the foregoing, the Receiving Party shall remain liable for the acts or omissions of its Representatives. Confidential Information will be protected using a reasonable degree of care to prevent unauthorised use or disclosure for five (5) years from the date of receipt or (if longer) for such period as the information remains confidential. 

14.2 A Party’s Confidential Information shall not be deemed to include information which: (i) is or becomes publicly known other than through any act or omission of the Receiving Party or one if its Representatives in breach of this Agreement; (ii) was lawfully in the possession of the Receiving Party before the information was disclosed by the Disclosing Party (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the Receiving Party, which independent development can be shown by written evidence. 

14.3 A Party may disclose Confidential Information to the extent disclosure is required by law or a governmental agency provided that, to the extent it is lawful to do so, the Receiving Party notifies the Disclosing Party of the request giving it reasonable opportunity to respond, and cooperate with the Disclosing Party’s reasonable, lawful efforts to resist, limit or delay disclosure at the Disclosing Party’s expense, and except for making such required disclosure, such information will otherwise continue to be Confidential Information. On termination of the Agreement, each Party will promptly return or destroy all Confidential Information of the other Party.

14.4 Customer agrees to participate in the Validio customer reference program, which supports the development of the Validio community by allowing Validio to refer to Customer as a client and use Customer’s logotype in this context on e.g. Validio’s website and in marketing materials.

14.5 Subject to clause 14.4, no Party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

14.6 The above provisions of this clause 14 shall survive termination of this Agreement, however arising.

15. Limitation of liability. 

15.1 Subject to the remainder of this clause 15, each Party’s maximum liability to the other Party for any and all claims, loss or damage shall not exceed in the aggregate one hundred (100) percent of the total Fees actually paid by Customer to Validio in the prior 12 months under the relevant Order in relation to which the claim, loss or damage relates, except that such maximum liability shall not apply to clause 10.1 and clause 10.5. 

15.2 SUBJECT TO CLAUSE 15.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS, OR ANY LOSS OF PROFITS, LOSS OF REVENUE OR BUSINESS, LOSS OF GOODWILL OR REPUTATION, LOSS OF OR CORRUPTION TO DATA, HOWSOEVER ARISING AND WHETHER OR NOT SUCH A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, CORRUPTION OR DAMAGE.

15.3 Nothing in this Agreement will exclude or limit:

1. either Party’s liability for: (i) wilful misconduct or gross negligence; (ii) fraud; (iii) breach of clause 5.3 (Usage Restrictions); (iv) breach of clause 14 (Confidentiality); (v) any breach of payment obligations under clause 7 (Invoices and Payment); or (vi) any liability which may not be excluded or limited by applicable law; or
2. the liability of the Customer for any breach, infringement or misappropriation of Validio Intellectual Property.

16. Termination. 

16.1 These Terms shall be effective for the period that there is an Order in effect between Customer and Validio, or until otherwise terminated as set out herein.

16.2 The Term will be set forth in each applicable Order. Except as otherwise specified in an Order, the Service will automatically renew for additional periods equal to the expiring Term or one (1) year (whichever is shorter) (each a “Renewal Term”), and Customer will be charged at Validio’s then-current rates unless either Party gives the other written notice of non-renewal at least thirty (30) days before the end of the then current Term. Validio reserves the right to increase Fees for any Renewal Term(s) with respect to its products and services.

16.3 Either Party may terminate these Terms with immediate effect by giving written notice to the other Party if:  

1. the other Party commits a material breach of any other term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
2. the other Party becomes insolvent, has a receiver or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, or an order of resolution is made for its dissolution or liquidation (other than for the purposes of solvent amalgamation or reconstruction).

16.4 In the event these Terms are terminated by Customer in accordance with clause 16.3, Validio will refund Customer any prepaid Fees for the prorated portion of the unused Subscription Term. If this Agreement is terminated by Validio in accordance with this clause 16.3, Customer will pay (if applicable) any unpaid Fees covering the remainder of the Subscription Term of all Order Forms, to the extent permitted by applicable law. For the avoidance of doubt, in no event will termination relieve Customer of its obligation to pay any Fees payable to Validio for the period prior to the effective date of termination.

16.5 Without affecting any other right or remedy available to Validio, Validio may suspend Customer’s access to the Service and/or terminate this Agreement without liability for material breach upon provision of written notice of Customer using the Service: (i) in breach of Clauses 5.1 to 5.4 inclusive; or (ii) in a manner that is otherwise unlawful, and in either case Customer does not cure the breach identified in such notice within five (5) Business Days. In the event of suspension under this Clause 16.5 Customer will be responsible for paying all Fees from the date of suspension through to the then-current date, prior to re-authorisation of access to the Service.

16.6 On expiry or termination of these Terms for any reason:

1. all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Service and/or the Documentation; 
2. each Party shall return and make no further use of any Documentation and other items (and all copies of them) belonging to the other Party;
3. all undisputed fees committed or owed by Customer to Validio as that the effective date of termination will become immediately due and payable;
4. Validio will without liability or additional notice delete any Customer Data (including outputs from the Service) that may remain in its possession or control unless legally prohibited from doing so; and
5. any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

16.7 Following any written notice of termination, Validio shall maintain Customer Data and full Customer access to the Service, and Customer may, during the notice period, download and delete any Customer Data (including outputs). Thereafter, following expiry of the notice period, Validio will, unless legally prohibited from doing so, destroy or otherwise dispose of the Customer Data (including outputs) without liability or additional notice. Customer Data (including outputs) cannot be recovered once deleted or destroyed.

16.8 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect and will apply to both Parties' respective successors and permitted assigns. 

17. General.

17.1 Notices. Any notice given to a Party shall be in writing and shall be: a) delivered by hand in which case it shall be deemed to be received at the time it is left at the proper address; or b) sent by pre-paid registered airmail in which case it will be deemed to be received upon receipt; or c) sent by email to the address specified by each Party from time to time in which case it will deemed received at 9am on the day after transmission provided that it is received between Monday to Friday and not on a public holiday in the place of receipt. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.2 Force Majeure. Neither Party shall be responsible for delays or failure in its performance of obligations (except obligations to pay) to the extent that the delay or failure results from events beyond the reasonable control of such Party, which such Party is unable to prevent by reasonable measures. A Party experiencing such events shall without undue delay give the other Party written notice of the events and their expected effect on its performance. The resulting delay or failure shall extend the period for performance as necessary to enable complete performance in the exercise of reasonable diligence after such events or causes have been removed.

17.3 Data Protection. Each Party shall comply with their respective obligations under all applicable legislation on the protection of Personal Data including the General Data Protection Regulation, EU 2016/679 (“Data Protection Laws”). The Parties acknowledge that the Service may be used to process Personal Data regulated by Data Protection Laws and the Parties shall comply with the data processing requirements set out in the Data Processing Addendum. 

17.4 Assignment. Customer shall not, in whole or in part, transfer, sub-license, assign or pledge the Agreement or any rights or obligations thereunder, without the prior written approval of Validio. Validio is entitled to sub-license, assign, transfer, pledge or deal in any manner with any or all of its rights and obligations under the Agreement, provided it gives written notice to the Customer. 

17.5 Entire agreement. The Agreement represents the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all previous oral or written communications, representations, or agreements or proposals, including without limitation any purchase order forms submitted by the Customer, and the Customer acknowledges that it has not relied on any representation that is not expressly set out in the Agreement. In the event of any conflict or inconsistency within the Agreement, the order of precedence shall be: (1) the applicable Order; (2) the Terms; and (3) the Documentation. No variation of the Agreement shall be effective unless it is in writing and signed by the Parties save for extensions to an Evaluation Period which may be agreed by a mutual exchange of emails by the Parties. 

17.6 Governing law. The Agreement and all disputes or claims arising out of or related to the Agreement shall be governed, construed, and enforced in accordance with the laws of Sweden, without regard to conflict of laws principles which would lead to the application of the laws of any other jurisdiction. The International Sale of Goods Act shall not apply to the Agreement.  

17.7 Arbitration. Any dispute, controversy or claim arising out of the 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”). Any arbitration award shall be final and binding and may, if necessary be enforced by any court or authority having jurisdiction. The Rules for Expedited Arbitrations of the SCC Institute 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 Arbitration Rules of the SCC Institute shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The arbitration proceedings shall take place in Stockholm, Sweden. The language of the proceedings, documentation and the award shall be English. Arbitral proceedings conducted under the Agreement and the content of any arbitration award shall be kept strictly confidential, and all documentation and materials in whatever form disclosed under such proceedings shall be used solely for the purpose of the proceedings.

SCHEDULE 1

DEFINITIONS

1. DEFINITIONS

1.1 The following definitions shall apply to this Agreement: 

“Agreement” has the meaning ascribed to it in clause 4. 

“Affiliate” means any corporation or other business entity that directly or indirectly controls, is controlled by or is under common control with a Party. Control means direct or indirect ownership of or other beneficial interest in fifty percent (50%) or more of the voting stock, other vesting interest, or income of a corporation or other business entity.

“Business Day” means a day which is not a Saturday or a Sunday and excluding public holidays (including bank holidays) in Sweden.

“Confidential Information” means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, Customer Data, suppliers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, Intellectual Property or know-how of a Party, and any other information clearly designated by a Party as being confidential to it (whether or not it is marked "confidential"), and information which ought reasonably be considered to be confidential, but in all circumstances excludes any Personal Data.

“Customer Data” means any documents, data or Customer Confidential Information that Customer uploads to or inputs through the Service.

“Data Catalog Asset” means any piece of data within a data catalog system that has been identified, classified, and organized for easy discovery and retrieval including datasets, databases, schemas, streams, tables, files, reports, dashboards and other data-related resources, along with associated metadata such as descriptions, tags, and usage information. 

“Data Protection Laws” has the meaning ascribed to it in the Data Processing Addendum.

”Data Processing Addendum” means the data processing addendum set out at the following link as amended from time to time: Validio Data Processing Addendum.

“Data Metric(s)” means a singular type of data defined by the Customer, along with all of its dependencies, which can consist of data from one or several Data Sources.

“Data Source(s)” means a location, specified by the Customer, from which a set of data can be obtained. A data source can be a table in a database or a data warehouse, a cloud storage bucket, or a topic in a data stream.

“Data Stream” means a sequence of data that is produced over time. Apache Kafka and Amazon Kinesis are examples of stream processing platforms.

“Documentation” means the user manual for the Service provided to Customer by Validio consisting of applicable service descriptions, installation guides and technical specifications.

“Event” means an individual message or payload that is read as part of processing the Data Stream, and “Data Stream Events” shall be construed accordingly. 

”Fees” are those fees set forth within the Order.

“Implementation Services” means the implementation services pursuant to which Validio shall:  (i) no later than the Start Date grant the Customer access to the Service; (ii) support Customer to set up the agreed Usage Entitlements; and (iii) host the agreed number of dedicated onboarding sessions.

“Intellectual Property” means patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights, know-how and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition (and “Intellectual Property Rights” shall be construed accordingly).

“Licensed Software” means the portions of the Software and, as applicable, any Third-Party Software that Customer has been granted the right to use in the applicable Order;

“Order” has the meaning ascribed in clause 1.

“Personal Data” shall mean any information relating, directly or indirectly, to an identified or identifiable natural person.

”Platform” means the cloud based data trust platform and the statistical and machine learning based software, algorithms and Documentation provided by Validio to the Customer as a service via validio.io in accordance with the terms of this Agreement and the Order.

”Price List” means the Validio price list set out in the applicable Order (as updated by Validio from time to time).

"Segmentation" means the dividing of a larger dataset into distinct Segments based on specific variables within a column or field in the data.

“Segment(s)” means a distinct subset or group within a dataset which may be identified based on various criteria by combining one or several variables in a data set.

”Service” means the Platform or the Licensed Software. 

“Software” means Validio’s unmodified, proprietary, standard software product utilised by a Customer through its usage of the Service (including modules; but, for the avoidance of doubt, excluding any Third-Party Software included therein or associated therewith) together with all enhancements, error corrections, and/or updates which are generally made available by Validio as part of the Service. 

“Start Date” is, unless otherwise agreed to in writing, the start date stated on an Order.

“Term” has the meaning ascribed to it in clause 4.

“Third-Party Software” means any software product, data or service owned by a third-party, whether proprietary, commercial or designated as free and open source software.

"Usage Entitlements” means any of the usage limits placed for the Service in the applicable Order. 

“User(s)” means a physical individual or, as the case may be, device (i.e. user login) who is granted access to use the Service in accordance with this Agreement, regardless of whether the User actually accesses or the frequency with which they access the Service.

”Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.