Terms and Conditions

1. Introduction

These General Terms and Conditions (TaC) apply between Intric AB ("Intric") and a customer (the "Customer"). They govern your use of the contracted software, named Intric.AI, and fully or partially integrated Additional Services, together hereinafter referred to as the Services.

The Services are provided by Intric. You purchase access to the Services directly from Intric. In TaC there are concepts with initial capital letters. In cases where the terms are not defined directly in the text, the definitions can be found in section 18 below.

The customer gains access to the Services when these TaC have been accepted, which occurs in connection with signing the Agreement. In the event of any conflict between a provision in these TaC and the Customer Agreement, the agreed provision in the Customer Agreement shall prevail.

The TaC applies regardless of whether the software has been provided free of charge or for a fee.

2. Messages

Messages and information about the Services are provided via e-mail to the contact person specified in the Agreement.

Examples of messages are information about malfunctions, new versions, other information about the software, support or changes to terms and conditions. Notification takes effect immediately, unless otherwise specifically stated in the notification.

Notifications from the Customer to Intric regarding TaC are primarily sent via e-mail to the address specified in the Agreement. You can also reach us, excluding weekends, Monday to Friday 08:00 - 17:00 at the telephone number specified in the Agreement.

3. Subscription Agreement

The Services are provided as "Software as a Service" (SaaS), where the Customer purchases a subscription to the Services. When purchasing a subscription, the Customer is given the right to access the Services and the right to use them in the manner set out in the TaC. All parts of the Services are governed by the TaC, including parts that are added, purchased or put into use at a later time.

The Customer receives a limited, terminable, non-exclusive and non-transferable license to use the Services in accordance with the TaC for the Customer's internal business operations against payment of fees according to the price list in force at any time or according to the agreement. Payment of fees according to the agreement and fulfillment of the TaC is a necessary condition for the right to use the Services.

The Services are provided as is. The right to use the Services is not conditional on or dependent on any particular version of the Services or function at any particular time, but gives access to and the right to use the Services as they are provided at any given time. The provision of the Services is not conditional on the delivery of future versions or functionalities, nor dependent on any publications, materials or comments regarding the same made by or for Intric.

Intric reserves the right, at its sole discretion, to make improvements, additions and changes, or to remove functionalities or Modules, or to correct errors or deficiencies in the Services. Intric disclaims liability arising from such actions. If such a change, contrary to expectations, puts functions out of play or permanently removes such a function that constitutes an essential part of the Services, the Customer has the right to terminate the subscription for that Module within sixty days from the notice of such change.

Intric has the right to hire a subcontractor to fulfill Intrics' commitment according to the Agreement. Intric is responsible for the performance of the contractual obligations performed by subcontractors as if they had been performed by Intric itself.

The Customer is not entitled under any circumstances to transfer or transfer, in whole or in part, any license for the Services to a third party, (including but not limited to mergers and fissions, bankruptcy, change of ownership or control or to related companies) without written approval obtained from Intric prior to that.

4. The Intric platform: access and basic functions

Intric shall provide the Customer with log-in details to an Admin Account for the Intric Platform, and thereby provide the possibility to administer and manage its use of the Intric Platform.

Through the Admin Account the Customer may create and appoint one or more Administrators with the right to administer the Intric Platform. In connection with the registration and/or log-in to a User Account, each End-User must approve the from time to time applicable terms of use for the Intric Platform.

The Customer is responsible for all End-Users in relation to Intric and guarantees their fulfillment of the obligations set out or referred to in the TaC.

5. Modules

Intric.AI is delivered to the Customer with a set of Modules. Any Module included from the start of the Agreement are stated (and ordered) directly in the Customer Agreement. The Customer may at any time order additional Modules.

6. Data processing and privacy

6.1 Processing of personal information

As part of delivering the Intric.AI platform, Intric will process Personal Data on behalf of the Customer. The Customer is responsible (Swedish. personuppgiftsansvarig) for the Personal Data submitted into the Intric.AI platform by the Customer, its Administrators and End-Users. Intric will be a data processor (Swedish. personuppgiftsbiträde) in relation to the processing of such Personal Data within the Intric.AI Platform (excluding any processing taking place within third party AI model providers). The Parties shall for this purpose enter into a separate Data Processing Agreement in the form set out in Schedule 1. Intric reserves the right to withhold (or discontinue) access to the Intric.AI platform until the Data Processing Agreement has been concluded.

6.2 Collection of information, logging

Intric collects and uses Metadata regarding the use of the platform in order to ensure, maintain and improve products and services as well as for statistics and analyzes of various kinds. If the Customer intends to process confidential or secrecy-protected information, Intric may, upon the Customer's documented request, disable all metadata collection and use that is not strictly necessary for operation, security, and troubleshooting, in which case processing is limited to technical processing or technical storage on the Customer's behalf; however, such deactivation may reduce Intric's ability to provide proactive support on non-technical matters (e.g., adoption and change management).

6.3 Information available to third parties

Intric does not have the right not to sell, rent, lease or otherwise make collected Data available to third parties, except in the following situations; (i) to comply with law, regulation or regulation, or to respond to a lawful request by authorities or police, such as a court order, warrant or injunction; (ii) to investigate or prevent security threats or fraud.

7. Suspension

In the event an End-User or Administrator has violated any provision of the Agreement or otherwise abused its access to the Intric platform, Intric has the right to demand that the Customer de-activates the relevant End-User account or Admin account. Should the Customer fail to adhere to such demand from Intric, Intric shall have the right to deactivate the relevant account on behalf of the Customer.

Intric reserves the right to block any End-User account or Admin account where Intric has reasonable grounds to suspect that the relevant account is used in violation of the Agreement and/or in a manner that can damage Intric or its business, or where such blocking is necessary to protect the integrity and security of the Intric platform.

Should Customer fail to remedy a material breach within thirty (30) calendar days after Intric's request to do so, Intric may suspend the provision of the Services until the breach has been remedied, and, if the breach has not been remedied within sixty (60) days after Intric's request to do so, terminate the Agreement in accordance with Section 15.

8. Customer responsibility for security and behavior

The Customer undertakes to use the Services in compliance with applicable law, regulation and ordinances.

The Customer shall further refrain from:

a) developing, producing, maintaining, distributing or exploiting, in connection with the use of the Services, technology that;

• i) violates the rights of a third party, including but not limited to rights based on copyright or patent rights; or
• ii) constitutes malicious code or other harmful program or application (e.g. virus, Trojan, worms, time bombs, cancel bots), that can interrupt, disturb, harm or limit any computer, computer system, network equipment, electronic communication equipment or other data retrieval and storage equipment, or that otherwise may affect the Services (or systems related thereto) negatively;

b) impersonate a third person or otherwise misrepresent their identity, connection to or authority to act on behalf of others; or

c) to engage in activities, conduct or communication of messages that are, or may be deemed to be, defamatory, threatening, abusive, harassing, offensive, illegal or otherwise improper or inconsistent with social norms or good business practices; or

d) to use or otherwise exploit the Services for the purpose of providing services to a third party.

Intric reserves the right to demand that Customer and End-users delete, remove or change content violating any provision in this Section 8 or applicable law. Should such demand not be adhered to by the Customer or End-user within a reasonable time as set out by Intric, Intric shall have the right to delete or change such content on behalf of the Customer.

The Customer is obliged to ensure that adequate organizational and technical security measures are taken regarding the use of the Services by Administrators and End-Users.

Administrators and End-Users shall be responsible for ensuring the security of their access credentials. In the event that the Customer, an Administrator or an End-User suspects that any person not authorized to do so may have gained access to their access credentials, it is the responsibility of the Customer, Administrator or End-User to immediately notify Intric in writing.

9. Price and payment

Payment for the Services shall be in accordance with the Customer Agreement. When applicable, fees shall, if not otherwise agreed upon, be paid monthly in advance by autogiro or according to invoice. In the event of change to the Fee, Intric will notify the customer sixty (60) days prior to such changes taking effect.

The right to use the Services and Modules presupposes that payment is duly made.

Fees do not include VAT, which is added according to law at the time of invoicing.

Intric reserves the right to charge default interest in accordance with the Swedish Interest Act (1975:635) and reminder fees of SEK 60 for invoices that have not been paid when due.

Customers outside the EU are responsible for any applicable taxes that may be levied on the Services. This includes, but is not limited to, value added tax, goods and services tax, sales tax, or similar taxes that may apply in your jurisdiction.

10. Rights in the Services

The Services is protected under the applicable intellectual property legislation and under international agreements. The Customer does not acquire any intellectual property right or ownership of the Services or the software underlying the Services.

The Customer is the rightful owner of the Data transferred to and from the Services by the Customer. The use of the Services in accordance with the TaC does not transfer any ownership rights in the Data to Intric. Intric undertakes to use adequate organizational and technical security measures in order to protect the Data from unauthorized dissemination and access. The Customer acknowledges and accepts that Data transferred to and/or from the Services may be processed, and transferred to, third party AI models (including but not limited to foundation models from Anthropic, OpenAI, Cohere, and Meta) in accordance with such third party AI models terms of service, in particular such terms and policies regarding data use and privacy. Intric will only store Customer Data when necessary and in accordance with the Data Processing Agreement or applicable law.

Any feedback, comments, ideas, improvements or suggestions (Feedback) provided by the Customer or End-User to Intric with respect to the Services shall remain the sole and exclusive property of Intric.

The Customer shall be prohibited from creating derivative works based on the Services. The use of the Services, including but not limited to the Intric platform, outside of the scope of the license granted to the customer, such as copying, distributing, transmitting, displaying and other exploitation, without Intric's express prior written permission is prohibited.

Intric shall not be bound by any additional provisions that may appear on any purchase order, confirmation or similar document issued by the Customer even if Intric has signed or otherwise accepted any such document or consummated any transaction contemplated therein.

11. Data retention

Intric will keep all of the Customer's Data stored in the Services for as long as the Customer has a valid subscription. In the event the Customer terminates its subscription, the Customer shall within thirty (30) calendar days from the date of termination of the subscription export or otherwise retrieve the Data stored in the Services.

Backup data is retained for 42 days. Customer data in backups can be deleted before 42 days have elapsed by explicit instruction from the customer, or by deletion of customer accounts and/or associated data.

Any Customer Data stored in the Services after the thirty (30) day period following the date of termination of the subscription will be irrevocably deleted within thirty (30) calendar days after the expiry of such thirty (30) day period.

For purposes of this clause "termination" shall have the same meaning as the term termination as used in Section 15.

12. Confidentiality

All confidential information received or obtained by a Party as a result of entering into or performing the Agreement shall be kept in confidence, and shall not, during the term of the Agreement or thereafter, be disclosed or made available to any third party without the prior written consent of the other Party. For the purpose hereof, "confidential information" means information – whether technical, commercial or of other nature – regardless if the information is documented or not, save for:

a) information that is or becomes known or available to the public without breach of the of the Agreement by the receiving Party;

b) information that the receiving Party can demonstrate was already lawfully in the possession of the receiving Party at the time of disclosure;

c) information received by the receiving Party from a third party under circumstances where such disclosure and receipt have not been restricted by law or contract.

The Parties undertake to cause its employees, consultants and other representatives not to disclose any confidential information in violation of this section.

13. Warranty, maintenance and limitation of warranty

Intric warrants that the Services will function largely as described. The Customer and Intric agree that the Services and the delivery thereof are not completely error-free and that improvements to the Services are an ongoing process.

Intric reserves the right to, from time to time, conduct maintenance work and upgrading of the Intric platform and the Customer acknowledges and accepts that such work may disrupt or disturb the access to the Intric platform.

The Customer acknowledges that the Services are delivered as is and are used at the Customer's own risk. Except as explicitly set out in the SLA, Intric shall not be liable for any damage or loss incurred by the Customer or other person as a result of any disruptions or disturbances affecting the availability or functionality of the Intric Platform or from any defects, errors, bugs or security vulnerabilities.

The Customer understands that the responses from the AI Models in the platform may vary depending on the AI Model selected, the AI Model configuration and the Customer's Data in the platform. Intric is not responsible for individual responses generated by the AI Models.

14. Limitation of liability

Intric is in no case responsible for the content of or ownership of the Customer's Data.

Neither Intric nor the Customer shall be liable for any delay or interruption in their commitments caused by, or resulting from, a force majeure event, such as an earthquake, riot, labor dispute and other events that are similarly beyond the control of Intric or the Customer.

Intric shall in no event be liable to the Customer or End-users for:

a) any damage or loss caused by the Customer's (including Administrators and End-users) use of the Intric.ai platform in violation of the TaC or applicable user manuals or terms of use for the Intric platform;

b) any disruption or disturbance in relation to the availability of function of the Intric platform caused by external factors such as the user's equipment, access to the internet, etc.; or

c) any loss or corruption of any data or database.

Although Intric will use reasonable care for secure transmissions of information between Customer and the Services, the Customer acknowledges that the Internet is an open system and that Intric cannot guarantee, and does not warrant, that third parties cannot obtain or change Data. Intric has no responsibility for any such accidental misuse, disclosure or loss of Data.

The liability of Intric under the TaC shall in no event exceed the greater of (i) an amount equal to the Fees paid by the Customer to Intric during the last full 12 months preceding the relevant claim and (ii) an amount equal to five (5) price basic amounts (Swedish. prisbasbelopp) in accordance with the Swedish Social Security Act (Sw. Socialförsäkringsbalken (2010:110)).

15. Termination

Each Party may terminate the Agreement by giving to the other Party at least three (3) months written notice of termination, it being understood, however, that such termination will not be effective until the expiration of any applicable subscription/license period.

Either Party shall further be entitled to terminate the Agreement at any time by notice in writing to the other if:

a) the other Party is in material breach of any provision of the Agreement which breach is irremediable or, if remediable, is not remedied by the defaulting Party within 30 days of being requested to do so by the other Party; or

b) the other Party ceases to do business or becomes insolvent, or makes an assignment for the benefit of creditors, or goes into liquidation, reconstruction, bankruptcy or receivership; or

c) a Force Majeure Event has occurred for more than three (3) months.

Upon termination of the subscription, the Customer's access to the Services will be blocked after the last active day of the subscription.

Upon the termination of the Agreement, the Customer shall be entitled to extract all Customer Data, after which Intric shall delete all Customer Data.

16. Miscellaneous

No breach of any provision of the Agreement shall be waived except with the express written consent of the Party not in breach.

If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant provision will be deemed to be deleted).

Intric reserves the right to change or amend the terms and conditions of the Agreement, including these TaC, with sixty (60) days' notice to the Customer after which the notified changes/amendment shall become effective. If the Customer does not wish to accept such change or amendment, the Customer shall be entitled to terminate this Agreement in accordance with Section 15. If such termination has not been made before the effective date of the changes/amendment (according to the foregoing section), the Customer shall be deemed to have accepted the relevant changes/amendment.

All schedules and appendices referenced in the Agreement and/or attached thereto shall be considered part of the Agreement and incorporated therein.

17. Governing law and disputes

The Agreement shall be governed by and construed in accordance with Swedish law, without regard to conflict of law provisions.

Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be settled in ordinary court with the district court of Stockholm as the first instance.

18. Definitions

Administrators: Individuals or entities granted authorized access to manage or oversee the operations, settings, or content within the Services.

AI Models: Large Language Models as made accessible by the Intric platform.

Data: All data that is transferred to or from the Service when the Customer uses the Service for the purpose of being processed by the Service.

End-Users: Individuals or entities who utilize or access the Services for their personal or organizational purposes.

Parties: Intric and the Customer in conjunction.

SLA: The Service Level Agreement governing the availability of the Services as set out here.

Start Day: The day on which the delivery of the Services is scheduled to commence as specified in the Agreement.