Terms and Conditions

1. Liability limitations

1.1. The purchase agreement is signed between the Customer and the Supplier without Fill's involvement. The Supplier is solely responsible for the Customer paying fees according to the Purchase Agreement. The Supplier must protect and indemnify Fill from all demands and claims that the Customer directs against the Supplier due to the Purchase Agreement that has been entered into.

1.2. The parties are not responsible for direct or indirect damage that would be caused to one party through media exposure by the other party.

1.3. The System that Fill provides is only an information channel between the Supplier and the Customer. Fill is not responsible for the accuracy of the information provided by the Customer. Fill is not responsible for any employment or commission agreements entered into between the Customer and the Supplier.

1.4. The Party is not responsible for damage that is due to Swedish or foreign legislation, Swedish or foreign authority action, war event, strike, blockade, lockout, or other similar circumstances beyond the Party's control.

1.5. This agreement replaces any previously existing agreement between the parties.

2. Early termination and assignment

2.1. Each Party has the right to terminate the Agreement with immediate effect if the other Party significantly violates its obligations under the Agreement and fails to rectify within ten (10) working days of a written request.

2.2. If one Party repeatedly violates its obligations under the Agreement, the other Party has the right to terminate the Agreement with immediate effect.

2.3. Fill reserves the right to fully or partially transfer its obligations and rights under this Agreement to another company that is wholly or partially, directly or indirectly owned by Fill or to a third party in the event of a business transfer. Connected Suppliers have the right to be informed of this change in advance by Fill.

3. Processing of personal data

3.1. Each Party is responsible for its own processing of personal data in accordance with applicable data protection legislation (including but not limited to laws, regulations, authority regulations, authority regulations, and case law). Each Party guarantees that it has taken all necessary measures to comply with applicable data protection legislation, including, where applicable, obtaining the Customer's consent for the processing of personal data.

3.2. Fill is responsible for establishing the necessary agreements with the Customer and obtaining the Customer's consent to the extent required to enable the transfer of the Customer's personal data to the Supplier in accordance with the purpose of this Agreement. For the sake of clarity, the Supplier is responsible for identifying a valid legal basis for all processing of the Customer's personal data that the Supplier carries out after the transfer has taken place from Fill.

4. Secrecy

4.1. The Supplier may not unless there is an obligation under law or other mandatory regulation, with Customers or third parties neither during the validity period of the Agreement nor thereafter indicate or discuss the existence of any differences between the offers the Supplier makes via Fill and the offers the Supplier makes directly to the Customer regarding fees, fees or the like.

4.2. This shall apply both before and after the Purchase Agreement is signed.

4.3. This shall also apply to Applications that come from already existing customers of the Supplier.

4.4. The Parties and their employees undertake not to disclose confidential information about the other Party's business and affairs without the other Party's written consent.

4.5. Confidential information refers to any advice and information, in oral or written form, of a technical, financial, or commercial nature that is exchanged between the Parties on the basis of this Agreement or that either Party becomes aware of in any other way in connection with the collaboration, with the exception for such information that(i) is generally known or comes to public knowledge in anyway other than through a breach of the confidentiality obligation above, or (ii) a Party received from a third party not bound by the confidentiality obligation above, or (iii) a Party must leave by law or as a result of professional obligation or to comply with a decision of an authority.

4.6. The parties undertake not to use each other's names in marketing without first receiving approval from the other party.

4.7. In addition, the Parties have the right to disclose confidential information to their insurance companies or legal advisors, or in connection with a legal proceeding to the extent necessary for the Parties to be able to protect their legitimate interests.4.8. The confidentiality commitment applies without limitation in time. To avoid misunderstandings, it is noted that the confidentiality commitment also applies to information about the Supplier and their operations.

5. Dispute

5.1. Swedish substantive law shall apply to this Agreement.

5.2. If any part of this Agreement should be declared invalid, the remaining parts of this Agreement shall continue to apply with full force and effect.

5.3. The agreement shall be interpreted in accordance with and regulated by Swedish law.

5.4. Disputes arising out of or in connection with this agreement shall be finally settled in the Stockholm District Court, Sweden, as the first instance.

6. Connection changes

6.1. If the Supplier wishes to change its connection to the System, Fill must be informed of this at such a time that Fill has time to take the necessary measures.

7. Force Majeure

7.1. The parties are not responsible for damages that are due to circumstances beyond the party's control, such as official action or omission, new or amended legislation, conflict in the labor market, blockade, fire or flood that the party could not reasonably be expected to foresee or prevent.

7.2. If obstacles continue for a continuous period longer than one (1) month, both Fill Technology AB and the Supplier have the right to terminate the Agreement with one (1)month's notice.

8. Intellectual property rights and software

8.1. Fill guarantees that the System can be freely used by the Supplier in accordance with this Agreement and that the System is not encumbered by or infringes any other additional rights.

8.2. All intellectual property rights and technical solutions regarding the System are Fill's property and may not be used, copied, or via "reversed engineering" analyzed and duplicated by the Supplier beyond what is permitted in this Agreement.

9. Change of terms

9.1. Amendments to this Agreement require the written agreement of the Parties.

10. Archiving and destruction

10.1. Fill is responsible for archiving and destruction in accordance with the laws and regulations in force at any given time.

Fill Technology AB • Valhallavägen 124 • 114 41 Stockholm • Org.nr: 559308-8346