GENERAL TERMS AND CONDITIONS FOR CERTMAN LICENCE

1. INTRODUCTION AND SOME DEFINITIONS

1.1 These General Terms and Conditions, Terms and Conditions, apply between Scanunit
AB, 556318-1824, Scanunit, and the Customer, with regard to the online system
Certman referred to in the Order Form as defined below. The Customer confirms that
it understands and agrees to be bound by these Terms and Conditions with respect to
all use and handling of Certman.
1.2 In these Terms and Conditions Order Form shall mean the Order Form Certman
Licence as published on www.scanunit.se.
1.3 The Order Form contains a description of Certman, which is an online system where the
Customer may see all the Customers certificates that have been issued by Scanunit
including expiry dates. The Order Form also specifies the Licence fee for Certman.
1.4 "User" means a person that the Customer in the Order Form has appointed as a User.
1.5 "User ID" refers to the identifier that each User get from Scanunit, which in combination
with the Password, gives access to each User's account.
1.6 "Password" refers to a code that, in combination with the User ID, gives the User access
to his account.
2. GRANT OF LICENCE
2.1 The Customer obtains a non-exclusive right to use Certman, the Licence, regarding all
the Customers certificates (but no others) that have been issued by Scanunit, including
expiry date for each certificate.
2.2 The Licence is valid for one year at a time. the Licence Period.
3. LICENCE FEE
3.1 The Licence is conditioned upon the Customer having paid the Yearly Licence fee stated
in the Order Form or otherwise agreed in writing between Scanunit and the Customer.
User IDs and Passwords will be sent to the e-mailaddresses for each User as stated in
the Order Form, as soon as Scanunit has recieved payment.
3.2 The Licence fee is exclusive of any VAT or similar taxes or public duties and fees. All such
taxes, duties and fees shall be paid by the Customer.
3.3 The Customer shall pay the Licence fees as agreed in the Order Form and as stated in
Scanunits invoices.

1 (7)

3.4 If the Licence isnt terminated according to 16.1, Scanunit has the right to price changes
for the Licence fee. Such changes in prices shall however be announced by Scanunit at
the latest four (4) months before the yearly Licence Period ceases and take effect
earliest at the new Licence period.
4. SCOPE OF THE LICENCE
4.1 The Customer is hereby granted a non-exclusive licence to use Certman on computers
or mobile phones within his own business.
4.2 The Customer may see, download and print the certificates, but cannot change the
content in any certificate.
4.3 For each User, the Customer may only use Certman on one computer or one mobile
phone at a time. A User licence may not be used at the same time on different
computers or mobile phones.
4.4 The Customer shall introduce routines and control functions in order to ensure that the
number of computers and mobile phones that may access Certman, do not exceed the
number of Licenses granted according to the Order Form.
4.5 The Customer is not entitled to grant any sublicenses, lease, lend or in any way let
anyone else, whether directly or indirectly or against compensation or free of charge,
use or in any way dispose of Certman.
4.6 The Customer may not assign or pledge its rights and/or obligations under the Licence
to any third party without the prior written approval of Scanunit.
5. SCANUNITS RIGHT TO CERTMAN
5.1 Scanunit owns Certman, including the copyright.
5.2 The Licence does not include any transfer to the Customer of Scanunits ownership of
Certman, such as copyrights.
6. ACCESSIBILITY
6.1 Certman is accessable seven days a week, 24 hours per day, Accessiblity, including
public holidays.
6.2 Acceptable suspension of Accessiblity is scheduled maintenance which is announced
on Scanunits homepage www.scanunit.se at least five days in advance.
6.3 Furthermore, Acceptable suspension of Accessiblity is reasons for which Scanunit is not
liable, such as a third-party product or internet service provider or a defect in the
Customer's equipment or software, or a virus, worm, trojan or other attack on the IT
2 (7)

environment which Scanunit suffers notwithstanding having taken reasonable

protective measures.
6.4 Agreed Accessiblity, not including Acceptable suspension of Accessiblity, expressed as a
percentage per month, is 99 per cent.
7. DOWNTIME
7.1 "Downtime" refers to all suspension of Accessiblity which is not allowable pursuant to
the provision regarding Accessiblity.
8. REPORTING
8.1 Downtime is deemed reported when the Customer has reported Downtime. The defect
report must contain an adequate description of the defect, contact information for
affected users, and any other information requested by Scanunit.
9. REMEDIES
9.1 If the Accessiblity is below the agreed Accessiblity, Downtime period, the Customer
shall be entitled to a price reduction as follows:
Accessiblity in percentage
0.5 % under agreed Accessiblity
1.0 % under agreed Accessiblity
1.5 % under agreed Accessiblity
>1.5 % under agreed Accessiblity

Price reduction
10 % of the payment for the Downtime period
15 % of the payment for the Downtime period
20 % of the payment for the Downtime period
30 % of the payment for the Downtime period

9.2 The maximum price reduction for failure to reach agreed Accessiblity is 10 % of the total
yealy fee for the Licence.
9.3 The Customer must make any claim for a price reduction for failure to reach agreed
Accessiblity not later than at the close of the calendar month in which the suspension
period was reported.
9.4 The Customer shall not be entitled to seek any other remedy in respect of a failure to
meet agreed Accessiblity.
10. LIABILITY FOR DEFECTS
10.1.1 Defects or shortcomings exist if Certman substantially deviates from the scope of
the Licence. Defects or shortcomings shall be remedied by Scanunit after a Customer
claim which shall contain detailed information as to how the defect or shortcomings
has manifested itself. Costs for remedying defects or shortcomings shall be borne by
Scanunit.

3 (7)

10.1.2
10.1.3
10.1.4
10.1.5
10.1.6

Scanunit shall not be liable for defects attributable to:

use in violation of Scanunit's instructions,
documents and other information supplied by the Customer,
hardware, software or other equipment not provided by the Licensor, or
third party internet service provider(s).

10.1.7 The Customer must make any claim for damages due to defects or shortcomings not
later than at the close of the calendar month in which the defect or shortcomings
period was reported.
10.1.8 In the case of an incorrect claim, the Customer shall pay compensation to Scanunit
for work performed according to the Licensor's normally applicable compensation
rates.
10.1.9 The maximum liability for defects or shortcomings is 10 % of the total yearly fee for
the License.
11. SCANUNIT'S LIABILITY
11.1.1 If Scanunit violates a provision of these Terms and Conditions and does not
undertake correction within seven (7) days from the day of receiving a request to do
so, Scanunit shall pay damages to the Customer. In the event of failure to reach
Agreed Accessiblity and Defects, separate provisions apply.
11.1.2 Damages concerning a particular loss must exceed 10 % of the total yearly fee for
the Licence in order to be claimed from the Licensor.
11.1.3 Damages shall not be payable for indirect losses such as loss of production or lost
profits.
11.1.4 The maximum liability is 100 % of the total yearly fee for the License.
12. CUSTOMERS LIABILITY
12.1.1 If the Customer breach any provision of these Terms and Conditions, the Customer
shall compensate Scanunit for any loss incurred by Scanunit.
13. CLAIMS AND TIME LIMITATIONS THEREON
13.1.1 A party shall complain to the other party of the other party's breach of these Terms
and Conditions without unreasonable delay.
13.1.2 A party's right to apply sanctions due to the other party's breach of these Terms and
Conditions shall cease three months after each Licence Period.

4 (7)

14. SECRECY
14.1.1 Certman contains business and professional know-how and other confidential
information belonging to Scanunit that have beed disclosed and made accessible to
third parties only through the License.
14.1.2 Each party agrees not to reveal confidential information to third parties, which the
party obtains from the other party or which arises during the use of Certman.
Scanunit will ensure that third parties may not access the Certificates belonging to
the Customer.
14.1.3 Confidential information refers in these Terms and Conditions to any item of
information technical, commercial or of any other nature regardless of whether
or not such information has been documented, with the exception of:
14.1.4 information, which is generally known or which becomes a matter of general
knowledge in a manner other than breach of the provisions of these Terms and
Conditions;
14.1.5 information, which a party can prove that he had possessed before he received it
from the other party;
14.1.6 information, which a party received or will receive from a third party when the party
does not have a duty of secrecy to such third party.
14.1.7 Each party agrees to ensure that his employees, consultants and board members do
not disclose confidential information to third parties. Each party is thus under a duty
to ensure that employees who can be expected to come into contact with
information of a confidential nature are required to keep such information secret to
the same extent that this agreement requires the party himself to do so.
15. RELIEFS
15.1.1 Scanunit is relieved from liability for a failure to perform an obligation under these
Terms and Conditions if such failure is due to a circumstance of the type stated
below, Relieving circumstance, and the circumstance prevents or makes
substantially more difficult the timely performance of such obligation.
15.1.2 A Relieving Circumstance shall be deemed to include war, an act of war, an act of
public authority, new or amended legislation, a labour market conflict and other
similar circumstances.
15.1.3 If Scanunit wishes to claim relief pursuant to the above provisions, then Scanunit
shall without unreasonable delay inform the Customer thereof in order to be able to
invoke such a claim.

5 (7)

16. TERM AND TERMINATION

16.1.1 Unless otherwise agreed in writing between the parties, after the License fee has
been paid the Licence remains in force during the Licence Period, subject to sections
16.2 and 16.3 hereof, until terminated in writing with three (3) months of
termination.
16.1.2 If the Licence is not terminated, Scanunit will invoice the Customer for the new
Licence Period and the same number of Users. The Invoice will fall due on the Yearly
Due Date. If the Invoice isnt paid on the Yearly Due Date, Scanunit has the right to
terminate the Licence with immediate effect, and the Customer shall compensate
Scanunit for any loss incurred by Scanunit.
16.1.3 Scanunit shall have the right to terminate the Licence with immediate effect if the
Customer should breach any obligation under these Terms and Conditions.
16.1.4 The Customer shall not be entitled to any refund of the Licence fee irrespective of
the reason for termination of the Licence.
16.1.5 Upon termination of the Licence, the Customer shall cease to use Certman.
17. NOTICES AND LANGUAGE
17.1.1 Any notice and other communication concerning application of these Terms and
Conditions to be given by a party under these Terms and Conditions, a Notice,
shall be in the English or Scandinavian language and deemed to be valid and
effective if personally served on the other party or sent by registered prepaid airmail
or by e-mail to the addresses stated in the Order Form.
17.1.2 A Notice shall be deemed to have been given:
17.1.3 in the case of personal service: at the time of service;
17.1.4 in the case of prepaid registered mail: at the latest 5 days after the date of mailing;
17.1.5 in the case of e-mail: on the date the e-mail is sent, provided receipt is duly
confirmed electronically.
17.1.6 Changes of address are to be notified as set out in this provision.

6 (7)

18. MISCELLANEOUS
18.1.1 Only those amendments and additions to these Terms and Conditions that are made
in writing and signed by the parties are valid.
18.1.2 The contents of the Order Form and these Terms and Conditions shall supersede all
previous written or oral commitments and undertakings.
18.1.3 These Terms and Conditions,including the Order Form, shall be construed in
accordance with and be governed by the laws of Sweden.
19. DISPUTES
19.1.1 Any dispute, controversy or claim arising out of or in connection with these Terms
and Conditions and the Order Form, or the breach, termination or invalidity thereof,
shall be finally settled by arbitration in accordance with the Rules of the Arbitration
Institute of the Stockholm Chamber of Commerce.
19.1.2 The place of arbitration shall be Helsingborg, Sweden.
19.1.3 The language to be used in the arbitral proceedings shall be English or
Scandinavian.
19.1.4 Notwithstanding the above Scanunit shall be entitled to go to the regular courts in
either Sweden or in the country of the Customer, at its own option.

7 (7)