1.Scope
1.1 Reduca shall perform the agreed service(s) (the "Service") for the Customer.
1.2 If the description of the Service consists of different documents and there is conflicting information in the documents, the later document shall prevail.
1.3 In the event of any discrepancy between the General Terms and Conditions and the documents referred to therein, the document that is highest on the following list shall take precedence:
- Customer Agreement
- Special Terms and Conditions
- General Terms and Conditions
1.4 The associated data processing agreement is included as an appendix to this agreement.

2. Implementation
2.1 The Parties shall cooperate and consult in the implementation of the Service. The Parties shall each appoint a contact person who is responsible for the cooperation regarding the Agreement. The other party shall be informed of the choice of contact person. The authority of the contact persons to represent their party shall be stated in the agreement.
2.2 Reduca shall perform its obligations with suitable, qualified and competent employees and in a professional manner.
Reduca reserves the right to engage sub-consultants for the performance of the Service. Reduca is responsible for the work of the sub-consultant as if it were its own.
2.3 The Customer shall provide Reduca with access to the information and documentation relating to the Customer's business that is necessary for the performance of the Service.
2.4 The Party shall notify the other Party without delay after becoming aware of any circumstances that may result in a change of significance for the performance of the Service.

3 Liability
3.1 Reduca shall be liable, subject to the limitations set forth below, for any damage caused by Reduca's negligence to the Customer. Reduca accepts no liability for any errors caused by deficiencies in the Customer's technical equipment or connection to the Service.
3.2 Except in cases referred to in clause 6, the liability of a party for damages shall be limited to a total amount of 5 price base amounts. Price base amount means price base amount according to the Swedish National Insurance Act (1962:381), valid at the time of the occurrence of the damage.
3.3 In no event shall a party be liable for loss of profit or other indirect damage or loss, including any liability of the other party to third parties or loss of information.
3.4 The limitation of a party's liability for damages as set out above shall not apply if the damage has occurred as a result of intent or gross negligence.
3.5 If Reduca has been negligent in the performance of the Service, Reduca shall, without unreasonable delay and where practicable, remedy any defect complained of by the Customer within the time specified in clause 3.6 below. Reduca's obligation does not apply if the correction of the error causes inconvenience and costs that are unreasonable in relation to the importance of the error for the Customer. In the event that Reduca has not corrected the error, the Customer is entitled to a reasonable deduction from the compensation for incorrectly performed work.
3.6 A party must submit a claim for compensation in order not to lose its right to take legal action no later than three months after the party has noticed or failed to notice the basis for the claim, but no later than twelve months after the work has been performed.
3.7 Reduca guarantees an average annual uptime/availability of the Service of 99.7%. In the event that actual uptime/availability falls below 99.7% in any one year, Customer will be entitled, as the sole remedy, to a 10% price reduction on the Subscription Fee.

4. Rights
The Customer is granted a non-exclusive right, unlimited in time, to use for the agreed purpose and to modify and reproduce the results of the work carried out by Reduca within the framework of the Service. In the event that Reduca's work includes parts that Reduca has stated belong to a third party, the Customer may not modify or reproduce such parts without the consent of the rights holder.
The Customer does not receive any right to the underlying software, source code, manuals, trademarks or similar for the Service - but is given a time-limited right to use these intellectual property rights only to the extent necessary for the use of the Service.

5. Rights clearance
5.1 The party providing material is responsible for ensuring that it has obtained from the rights holder the rights required to perform the Service in accordance with this Agreement.
5.2 The Customer undertakes to comply with applicable laws, official regulations and general ethics applicable to the use of the Service. Customer shall also comply with any instructions for use of the Services provided by Reduca. The Customer shall not use the Services in a manner that causes damage or inconvenience to Reduca, its customers or third parties.
5.3 Reduca is responsible for ensuring that no additional license or royalty payment is required for the use of the Service under the Agreement in respect of any material provided under the Service, other than as specified in the Agreement.

6. infringement of intellectual property rights
Reduca undertakes to defend the Client at its own expense in the event of a claim or action for infringement brought against the Client on account of the Client's use in Sweden and other agreed countries of the results of Reduca's work and the infringement is attributable to Reduca's work or material supplied by Reduca. Reduca further undertakes to reimburse the Client for any costs and damages that the Client may be required to pay as a result of the settlement or judgment. Reduca's undertaking is subject to the condition that Reduca has been notified in writing within a reasonable time by the Client of the claim or action brought, and that Reduca has sole control over the defense of such action and negotiations for settlement or compromise. If infringement is ultimately found to exist and Reduca has been permitted to participate in litigation or settlement as set forth above or if, in Reduca's sole judgment, such infringement is likely to exist, Reduca shall, at its own expense, ensure the Client's continued use of Reduca's work or replace the infringing part with another part that the Client can reasonably approve and whose use does not constitute infringement or modify it so that infringement does not exist. Reduca is not liable for infringement claims based on material supplied or provided by the Client, cf. clause 5.1. Reduca's liability for infringement of intellectual property rights is limited to the provisions of this clause.

7. Third Party Products
If Reduca provides a Third Party Product in the performance of the Service, Customer's use of such Third Party Product shall be governed by the license terms of the supplier of the Third Party Product instead of what is stated in this Agreement. Third Party Product means any content, software product or tool specifically identified as a Third Party Product.
Customer agrees to enter into and maintain any license agreements with suppliers of Third Party Products necessary for the performance of the Service.

8. Confidentiality
8.1 Each party undertakes not to disclose to third parties without the other party's consent during the term of the agreement and for a period of three (3) years thereafter any information about the other party's business that may be regarded as a business or professional secret ("Confidential Information"). Information that the party has declared to be confidential shall always be regarded as Confidential Information.
8.2 Confidential Information does not include information that the party shows
a) is publicly known or publicly available regardless of the party's actions;
b) the party had knowledge of before the information was obtained from the other party; or
c) the party has rightfully obtained from a third party who has the right to transfer or disseminate the information.

9 Compensation
9.1 Compensation for the Service is paid in the form of an annual subscription fee. Unless otherwise stated in the Agreement or specifically agreed, compensation for customization of the Service is paid on a current account basis according to agreed hourly rates or, if no hourly rates have been agreed, Reduca's price list.
9.2 In cases where Reduca plans to change the subscription fees for the Service, the Customer shall be notified no later than 6 months before the expiry of the current contract period. To ensure the Customer's security and predictability, price changes shall only take effect at the renewal of the contract period. The Customer shall be given the opportunity to accept or reject the change no later than 30 days before the new contract period begins. In the event of the Customer's rejection of the change, the Customer shall have the right to terminate the contract until the date of entry into force of the new charges. Such termination shall be in writing and shall be received by Reduca no later than 30 days before the price change takes effect.
9.3 Fees and costs stated in the Agreement are exclusive of value added tax. Unless otherwise stated in the agreement, Reduca is entitled to change the agreed hourly rates once a year in accordance with the change according to Statistics Sweden's IT Consulting Index, with the quarter in which the agreement was signed as the base quarter.
9.4 Reimbursement for expenses such as travel, per diems and the like will be paid to the extent that a special agreement is reached between the parties.
9.5 If Reduca incurs additional work or costs due to circumstances for which the Client is responsible, the Client shall reimburse Reduca for such additional work on a current account basis according to the agreed hourly rates or, if no hourly rates have been agreed, Reduca's price list and for other actual additional costs.
9.6 Payment terms are thirty (30) days after the invoice date. In the event of delayed payment, Reduca is entitled to charge default interest in accordance with law.
9.7 If the Customer is in default of payment and Reduca has requested the Customer in writing to pay the amount due, Reduca may suspend further work 30 days after written notification until the Customer has paid the outstanding amount.

10. Personal Data
The Customer is responsible for ensuring that personal data is processed in accordance with applicable legislation and data protection rules. Reduca shall follow the Customer's instructions regarding the processing of personal data.
The Customer is the data controller and Reduca is the data processor. Processing of personal data shall, where applicable, be carried out in accordance with the provisions agreed by the parties in a separate Data Processing Agreement.

11. Right to Suspend Service
11.1 Reduca has the right to suspend delivery of all or any part of the Services with immediate effect and to (where applicable) disconnect, suspend or block access to the Service in the following circumstances;
11.1.1 if and to the extent that Reduca receives an order from any governmental or regulatory authority to comply with any change in law or regulation (or the enforcement thereof) or a court order,
11.1.2 if Customer fails to perform any material obligation under the Agreement or related documents and does not take corrective action within fourteen (14) days of receipt of a written demand to take corrective action stating the default,
11.1.3 if Customer fails to pay any invoice due to Reduca after written reminder/claim and does not pay within fourteen (14) days of the reminder/claim.

12. amendment of the agreement
Reduca has the right to amend these General Terms and Conditions by publishing updated terms and conditions on Reduca's website and notifying the Customer thereof. If the Customer uses the Service 30 days after such notification, the Customer is deemed to have accepted the new agreement.

13. Term and termination
13.1 The term is stated in the agreement.
13.2 The agreement may be terminated with immediate effect as follows:
a) Either party may terminate the agreement if the other party materially breaches its obligations under this agreement and has not, within 30 days of a written request to the other party with reference to this clause, taken corrective action or demonstrated that it has taken steps to remedy the breach.
b) Either party may terminate the agreement if the other party is declared bankrupt, enters into composition proceedings or is otherwise insolvent.
13.3 In the event of termination by Reduca under clause 13.2, Reduca shall be entitled to compensation for work performed and proven necessary costs, including but not limited to third party licenses.
13.4 If the Customer does not terminate the Agreement at least three (3) months before the end of the current contract period, the Agreement will be automatically extended by one (1) year with three (3) months' notice. Terminations must be received by Reduca in writing.

14. Grounds for release
If a party is prevented from fulfilling its obligations under this agreement by circumstances beyond the control of the party, such as lightning, labor dispute, fire, changed government regulation, government intervention, and errors or delays in services from subcontractors due to circumstances stated herein, this shall constitute grounds for release that entail postponement of the date of performance and release from damages and other possible penalties. If the performance of the contract is substantially prevented for a period of more than three months due to any of the above circumstances, the parties may terminate the contract in writing. In the event of such termination, the supplier shall be entitled to compensation under the contract for work performed and proven necessary costs.

15. Assignment
15.1 The Agreement may not be assigned without the consent of the other party.
15.2 Reduca may, however, assign the right to receive payment under this Agreement without Customer's consent.

16. dispute resolution
Any dispute arising out of or in connection with this Agreement shall be settled in a general court of law, in accordance with Swedish law, with the Stockholm District Court as the court of first instance. Notwithstanding the foregoing, Reduca shall be entitled to bring an action or claim before any other public court or enforcement authority in respect of Customer's unpaid claims relating to the Service.

17. benefits from Reduca's partners
The customer can take advantage of benefits from Reduca's partners by entering a promotional code. This applies for the duration of Reduca's relationship with the Partner. If the cooperation between Reduca and the partner is terminated, the price will be transferred to the regular price according to the current price list on reduca.se. Reduca undertakes to notify the Customer of the price change and the Customer will then have the option to accept the price change or otherwise terminate the agreement as of the next appointment.