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General Terms and Conditions

General Terms and Conditions for AI Services, Consulting Services, Website Projects and Digital Services

These general terms and conditions apply when Svea AI Technology AB, reg. no. 559455-2514, provides AI-based services, digital services, consulting services, websites, integrations, support, development or other related services to business customers, unless otherwise agreed in writing between the parties.

1. Definitions

In these terms and conditions, the following terms shall have the meanings set out below.

Agreement means the agreement, quotation, order confirmation, assignment description, statement of work, appendix or other written agreement entered into between Svea AI and the Customer, including these general terms and conditions.

Svea AI means Svea AI Technology AB.

Customer means the legal entity that orders or uses Svea AI’s services.

Services means the AI services, consulting services, website projects, integrations, development services, support services, maintenance services, subscriptions or other services provided by Svea AI under the Agreement.

AI Services means services based on artificial intelligence, language models, AI assistants, chatbots, automated communication, knowledge retrieval, text generation, analysis, classification, workflows or similar functionality.

Deliverable means the result, service, function, website, integration, configuration, report, solution or other work that Svea AI is to provide under the Agreement.

Customer Data means information, documents, texts, images, instructions, materials, personal data, customer information, business information and other content provided to Svea AI by the Customer or its users, or processed within the scope of the Services.

Third-Party Services means software, cloud services, AI models, APIs, hosting, domain services, communication services, SMS services, licences, plugins, payment services, analytics tools or other services provided by a party other than Svea AI.

2. Scope of the Agreement and Order of Precedence

Svea AI shall provide the Services in accordance with the Agreement. The scope, price, timeline, allocation of responsibilities, delivery model and any special terms shall be set out in a quotation, assignment description, order confirmation, appendix or other written agreement.

In the event of conflicting provisions, the following order of precedence shall apply, unless expressly stated otherwise: (1) a separate written agreement signed by the parties, (2) a quotation, order confirmation, assignment description or statement of work, (3) a data processing agreement or data protection appendix, and (4) these general terms and conditions.

Amendments and additions to the Agreement must be made in writing in order to be binding.

3. Delivery Model

Svea AI provides the Services as consulting assignments, project deliveries, subscription services, platform services, support services or another delivery model as set out in the Agreement.

If the Agreement relates to ongoing consulting services, Svea AI shall perform the work professionally and with reasonable care.

If the Agreement relates to a specific project or deliverable, such as a website, integration or specific function, the delivery shall correspond to the scope and characteristics expressly agreed.

Svea AI is entitled to use its own methods, tools, technical solutions, subcontractors and working methods, unless otherwise specifically agreed.

4. Customer Responsibilities

The Customer is responsible for providing the materials, information, approvals, logins, authorisations, instructions and contact persons that Svea AI reasonably needs in order to perform the Services.

The Customer is responsible for ensuring that Customer Data is accurate, complete, lawful and may be used for the intended purpose. The Customer is also responsible for ensuring that texts, images, trademarks, documents, databases, customer registers and other materials provided by the Customer do not infringe any third-party rights.

The Customer is responsible for decisions made on the basis of the Services, AI-generated content or recommendations from Svea AI’s services, unless expressly agreed otherwise.

Delays, errors or deficiencies caused by the Customer’s delay, incomplete instructions, incorrect materials, lack of access to systems or failure to provide approvals entitle Svea AI to an extension of time and, where applicable, compensation for additional work.

5. AI Services and Specific Limitations

The Customer understands that AI services may generate responses, suggestions, texts, analyses or recommendations that may be incomplete, inaccurate or require human review.

AI Services shall be used as support for the Customer’s business and do not replace legal, medical, financial, safety-critical, technical or other professional judgment, unless this has been expressly agreed and is compatible with applicable law.

The Customer is responsible for ensuring that the AI Services are used lawfully, responsibly and appropriately. The Customer shall not use the Services for unlawful purposes, discriminatory treatment, misleading information, infringement of third-party rights, processing of prohibited personal data or any other prohibited purpose.

Svea AI may take reasonable measures to restrict, suspend or adjust use that, in Svea AI’s assessment, entails a security risk, misuse, breach of law, infringement risk or risk of harm to Svea AI, the Customer, users or third parties.

6. Websites, Website Projects and Digital Deliverables

If the Services relate to the design, development or launch of a website, landing page, form, campaign page or other digital deliverable, the scope shall be set out in the Agreement.

Unless otherwise agreed, the Customer is responsible for providing texts, images, logo, graphic guidelines, domain details, logins and other materials required for the delivery.

After approved delivery and full payment, the Customer obtains the right to use the completed customer-specific deliverable in its business in accordance with the Agreement. However, Svea AI retains the rights to underlying code, frameworks, templates, technical components, methods, know-how and reusable elements, unless expressly agreed otherwise.

Ongoing marketing, advertising, content production, major changes, new features, third-party licences, hosting costs, domain costs and integrations are included only if expressly stated in the Agreement.

7. Custom Development and Customer-Specific Adaptations

If the Customer or a third party wishes to order, finance or initiate customer-specific development, special features, integrations, adaptations or other solutions that fall outside the standardised Services, the parties shall, before such development begins, agree in writing on scope, responsibilities, price, timeline, ownership, right of use, further development rights, any exclusivity and the right to use the solution for other customers or within Svea AI’s platform.

Unless expressly agreed otherwise in writing, Svea AI shall retain all intellectual property rights to Svea AI’s platform, technology, code, models, methods, know-how, general features, improvements and further developments, while the Customer shall receive only the right of use specifically agreed for the relevant custom development.

8. Changes and Additional Work

Work outside the agreed scope shall be regarded as additional work. Additional work is charged according to the agreed hourly rate or, if no such rate has been agreed, according to Svea AI’s price list applicable from time to time.

Where practically possible, Svea AI shall inform the Customer before more extensive additional work begins. However, the Customer is responsible for understanding that requested changes, new functions, new pages, changed integrations, supplementary design, extra meetings or additional revision rounds may affect both price and timeline.

9. Price and Payment

The Customer shall pay the prices and fees specified in the Agreement. Unless otherwise stated, all prices are exclusive of VAT, taxes, third-party costs, travel expenses and other external costs.

Payment shall be made in accordance with the payment terms specified in the Agreement. If no payment terms are specified, payment shall be made net 15 days from the invoice date.

In the event of late payment, Svea AI is entitled to default interest in accordance with the Swedish Interest Act, as well as compensation for reminder fees, collection costs and other costs attributable to the late payment.

Svea AI is entitled to suspend or pause work, support, access to Services or deliverables if the Customer does not pay an overdue invoice after written reminder.

10. Third-Party Services and External Costs

The Services may depend on Third-Party Services, such as cloud services, AI models, APIs, SMS providers, hosting, domains, plugins, licences, analytics tools or other external services.

The Customer is responsible for costs for Third-Party Services if these are specified in the Agreement or if they are necessary for the agreed delivery and have been approved by the Customer.

Svea AI is not responsible for errors, interruptions, changed terms, price changes, security deficiencies or limitations in Third-Party Services, unless expressly agreed otherwise. If a Third-Party Service changes, ceases or becomes unsuitable for use, Svea AI is entitled to propose or implement reasonable adjustments to the Services.

11. Timeline and Delivery Delay

Timelines are estimates unless expressly stated to be binding. Svea AI is not responsible for delays caused by the Customer, a third party, Third-Party Services or circumstances beyond Svea AI’s reasonable control.

If the Customer does not provide materials, feedback, logins, approvals or other necessary information in time, Svea AI is entitled to a corresponding extension of the timeline and compensation for additional work or waiting time, where such work or waiting time arises.

12. Approval and Acceptance

If the Agreement includes a specific deliverable, the Customer shall review the deliverable within the period specified in the Agreement. If no period is specified, review shall take place within ten business days from the date the deliverable is made available.

The Customer shall notify Svea AI in writing of any errors or deviations from the agreed specification. If the Customer does not notify such deviations within the review period, the deliverable shall be deemed approved.

Minor errors or deviations that do not materially affect the use of the deliverable shall not prevent approval, but shall be remedied by Svea AI within a reasonable time if they are covered by the Agreement.

13. Support and Maintenance

Support and maintenance are included only to the extent specified in the Agreement. If support or maintenance has not been expressly agreed, such work is charged according to the applicable hourly rate.

Svea AI may carry out updates, improvements, security measures and technical changes to the Services, provided that such changes do not materially impair the agreed functionality.

14. Intellectual Property Rights

Svea AI and its licensors retain all intellectual property rights to Svea AI’s platform, software, code, AI models, methods, processes, know-how, templates, technical solutions, general features, documentation, improvements and further developments.

The Customer receives only the right of use expressly set out in the Agreement. Unless otherwise agreed, the right of use is non-exclusive, non-transferable and limited to the Customer’s own internal or external business in accordance with the Agreement.

The Customer retains the rights to Customer Data and materials provided by the Customer, subject to Svea AI’s right to process, use and adapt such materials to the extent necessary to provide the Services.

Svea AI may use general knowledge, experience, methods and know-how arising from the performance of the Services, provided that Svea AI does not disclose the Customer’s confidential information.

15. Customer Data and Use of Data

Svea AI may process Customer Data to the extent necessary to provide, administer, troubleshoot, secure, improve and further develop the Services, unless otherwise provided by the Agreement or a data processing agreement.

Svea AI may use aggregated or anonymised information for statistics, analysis, product development and improvement of the Services, provided that the information does not identify the Customer, the Customer’s customers or individual persons.

The Customer is responsible for ensuring that Customer Data may be provided to Svea AI and processed within the scope of the Services.

16. Personal Data and Data Protection

The parties shall comply with applicable data protection legislation, including the GDPR.

If Svea AI processes personal data on behalf of the Customer, the parties shall enter into a data processing agreement before processing begins. In such case, the Customer is the controller and Svea AI is the processor, unless otherwise follows from the parties’ written agreement.

The Customer is responsible for ensuring that there is a legal basis, privacy notices, consents where required, internal instructions and other legal prerequisites for the personal data processing initiated by the Customer through the Services.

17. Security

Svea AI shall take reasonable technical and organisational security measures to protect the Services and Customer Data against unauthorised access, loss, alteration or unauthorised processing.

The Customer is responsible for secure handling of its own accounts, passwords, permissions, API keys, logins and internal procedures. The Customer shall notify Svea AI without delay of suspected unauthorised access or a security incident that may affect the Services.

18. Confidentiality

The parties shall treat all non-public information relating to the other party, its business, customers, prices, technology, business models, data, agreements, know-how or other business affairs as confidential information.

Confidential information may be used only for the performance of the Agreement and may not be disclosed to third parties without the other party’s written approval, unless disclosure is required by law, authority decision or court order.

The confidentiality undertaking applies during the term of the Agreement and for five years thereafter. For trade secrets, confidentiality applies for as long as the information constitutes a trade secret under applicable law.

19. References and Marketing

Svea AI may identify the Customer as a customer or reference in marketing, on its website, in presentations and in sales materials, unless the Customer has notified Svea AI otherwise in writing.

Use of the Customer’s logo, case study, press release or more detailed customer story requires the Customer’s prior approval.

20. Defects and Complaints

The Customer shall complain about errors or deficiencies in the Services without undue delay after the Customer noticed or should have noticed the error. The complaint shall contain a clear description of the error.

Svea AI is responsible only for errors that mean the Services materially deviate from what has been expressly agreed and that are caused by Svea AI.

Svea AI is not responsible for errors caused by the Customer, Customer Data, incorrect instructions, Third-Party Services, external systems, unauthorised changes, use in breach of the Agreement or circumstances beyond Svea AI’s reasonable control.

Svea AI’s liability for defects is limited, at Svea AI’s option, to remedying the defect, re-performing the affected part of the Service, granting a reasonable price reduction or crediting the affected fee.

21. Limitation of Liability

Svea AI is not liable for indirect loss, consequential loss, loss of profit, production downtime, lost data, lost business opportunities, damage to goodwill, loss of customers or other similar loss, unless the loss was caused by wilful misconduct or gross negligence.

Svea AI’s total liability under the Agreement is limited to an amount corresponding to the fees paid by the Customer to Svea AI for the affected Service during the six months preceding the event giving rise to the claim. For fixed-price projects, liability is limited to the fixed price for the affected deliverable.

The limitation of liability does not apply to liability that may not be limited under mandatory law.

22. Force Majeure

A party is released from liability for failure to perform a particular obligation under the Agreement if the failure is due to circumstances beyond the party’s reasonable control, such as authority decisions, war, strike, labour dispute, pandemic, fire, flood, major operational disruption, cyberattack, power outage, internet interruption, failure by a subcontractor or Third-Party Service, or other similar circumstance.

The affected party shall inform the other party of the force majeure situation without undue delay.

23. Term and Termination

The term of the Agreement and notice period are set out in the Agreement. Unless otherwise stated, the Agreement applies until further notice with a mutual notice period of three months.

Project assignments apply until the assignment has been completed or ends in accordance with the Agreement.

Upon termination, Svea AI is entitled to payment for work performed, commitments commenced, accrued fees, external costs and reasonable wind-down costs.

24. Early Termination

Either party is entitled to terminate the Agreement with immediate effect if the other party commits a material breach of contract and does not remedy the breach within thirty days of written request.

Svea AI is entitled to terminate or pause the Services with immediate effect if the Customer uses the Services in breach of law, infringes third-party rights, fails to pay an overdue invoice despite reminder, misuses the Services or causes a security risk.

25. Consequences of Termination

When the Agreement ends, the Customer shall cease using the Services to the extent required by the Agreement.

At the Customer’s request and against compensation according to Svea AI’s applicable hourly rate, Svea AI may assist with export, handover or winding down of Customer Data to the extent technically possible and lawful.

Provisions regarding payment, intellectual property rights, confidentiality, limitation of liability, data protection, disputes and other provisions that by their nature should continue to apply shall continue to apply after termination of the Agreement.

26. Assignment

The Customer may not assign the Agreement or its rights and obligations under the Agreement without Svea AI’s written approval.

Svea AI may assign the Agreement to another company within the same group or in connection with a business transfer, merger, restructuring or sale of a substantial part of the business.

27. Subcontractors

Svea AI may engage subcontractors to perform its obligations under the Agreement. Svea AI is responsible for subcontractors’ work as for its own work, subject to the limitations set out in the Agreement.

If a subcontractor processes personal data on behalf of the Customer, this shall be handled in accordance with the applicable data processing agreement.

28. Governing Law and Disputes

The Agreement shall be interpreted and applied in accordance with Swedish law.

Disputes arising out of the Agreement shall primarily be resolved through negotiations between the parties. If the parties cannot agree, the dispute shall be settled by a Swedish general court, with Stockholm District Court as the court of first instance, unless the parties agree in writing on arbitration.

29. Notices

Notices under the Agreement shall be sent in writing by email or another written communication channel to the contact person or address specified in the Agreement or subsequently notified by a party.

A notice shall be deemed to have reached the recipient when sent by email, unless the sender has received an error message or other indication that the notice was not delivered.

30. Miscellaneous

If any provision of the Agreement is invalid or unenforceable, this shall not affect the validity of the remaining provisions. In such case, the parties shall replace the invalid provision with a valid provision that, as far as possible, achieves the same commercial purpose.

Failure to exercise a right under the Agreement shall not mean that the party waives the right to exercise that right later.

Example reference in a quotation or agreement

“In addition to what is stated in this quotation, Svea AI Technology AB’s General Terms and Conditions for AI Services, Consulting Services, Website Projects and Digital Services, version 1.0, shall apply. In the event of a conflict between the quotation and the general terms and conditions, the quotation shall prevail.”

Version 1.0