Genero Sales General Terms

1. Background

Genero Solutions (“Genero”) was established in 2003 and has been active within general dealing, service dealing and food service ever since. Genero has developed a software application offering a sales promotion solution called Genero Sales. Genero Sales is the generic name for all sales promotion services at Genero including the Software (the “Service”). Customer is granted a time limited and non-exclusive use right to the mentioned software within the product line Genero Sales (the “Software”) in accordance with the below terms and conditions.

1.1 These general terms and the offer that Customer has accepted in writing together form the agreement between the Parties (“Agreement”).

2. Genero’s Obligations

Genero shall provide the agreed Services in accordance with these general terms. The Agreed start date is the date stated in the offer.

2.1 Genero shall perform its obligations with appropriate and competent personnel. The obligations shall be performed in a professional manner.

3. Functionality Description

3.1 A description of the functionality of the Software has been communicated separately to the Customer.

3.2 Genero updates and upgrades the Software continuously, which means that its functionality may change over time.

4. Accessibility

4.1 Genero aims at keeping the Service accessible at all hours, year round (365/7/24), and guarantees an accessibility of the Service of at least 98,6 % between 06:00-18:00 Monday through Friday GMT+1 (except for holidays) with the exception of (i) planned updates, (ii) technical problems with or defects in Customer’s equipment, peripheral or software not owned by Genero, (iii) fulfillment of requirements by law or regulation, or (iv) circumstances outside the control of Genero.

4.2 Updates shall be planned in advance by both Parties in order to minimize costs and disturbance of the business.
Upon request, Customer is entitled to compensation for interruptions of the Service resulting from Genero Solution’s failure to fulfill its obligations regarding the agreed Service, excluding exceptions expressly stated in section 4.1 above. Such compensation is calculated during the measuring period 06:00 – 18:00 GMT+1 Monday through Friday (except for holidays) as follows:

• Accessibility of 98,5 % – 97 % is credited with 1,5% discount on affected during the current month
• Accessibility of 96,99 % – 95 % is credited with 3 % discount on affected licenses during the current month
• Accessibility of 94,99 % – 90 % is credited with 7 % discount on affected licenses during the current month

4.3 Any compensation claim based on a shut-down shall be reported to the customer responsible at Genero Solutions.

5. Training

5.1 Before going into operation with Genero Sales, Customer’s sales management will undergo training. Advanced courses may be provided upon separate agreement.

6. Customer Organization and Cooperation

6.1 Genero appoints a Key Account Manager (“KAM”) facing the Customer. Customer appoints a contact person facing Genero’s KAM. The Customer’s contact person shall have agreed competence.

6.2 Customer’s contact person shall address all questions, with the exception of support matters, to Genero’s KAM.

7. Support

7.1 Support is available by telephone weekdays 9-17 and by e-mail. E-mails will be responded to within the next weekday. Telephone number for support is 08-562 343 43. E-mail address to support is genero.support@genero.se. If the Customer contacts Genero in other ways, it may be regarded as consultation by Genero, whereby a consulting fee will be charged in accordance with a current price list.

7.2 The Customer will appoint a contact person for support (first-line) at the Customer, who will forward support matters to the support function at Genero.

7.3 Support does not cover third party products or hardware in the Customer’s environment.

7.4 Customer is entitled to free support for one support incident per license and month. These matters are registered by Genero and if the number of incidents exceed the limit, the Customer will be invoiced for the support incident(s) above the limit in accordance with the consulting fees stated in the offer.

7.5 Support covers questions and troubleshooting regarding the Service offered by Genero. Some examples of support matters are, e.g., that the user cannot find correct articles due to incorrect filter settings, that a customer is missing in the customer file, or that the product lacks article number at the wholesaler.

7.6 The Customer shall report errors within a reasonable time after the errors have been discovered, however, no later than 30 days after the errors have been discovered or should have been discovered. Customer shall at the time of report be able to re-create the error and, if needed, show how the error is expressed.

7.7 Generos åtaganden omfattar inte

1. errors caused by alterations made by Customer,
2. errors caused by Customer’s use of equipment, peripherals or software not pre-approved by Genero, or
3. errors caused by virus in/from the Customers environment or other external attacks

7.8 Matters not included in Genero’s support will be processed as consulting assignments and invoiced in accordance with the current consulting fees (see offer). Such matters are, e.g., questions or orders concerning

• education;
• additional orders;
• error messages and/or problems with hardware or software in telephone/computer not caused by the Software; or
• issues with the connection to a computer network due to the services of the internet service provider or hardware.

8. Additional Orders

8.1 Additional orders are defined as one or more services/products/assignments which the Customer wishes to order and which is not included in the offered Service. The Customer’s contact person places the order directly with Genero’s KAM. Genero’s KAM places an additional order where the description of service/product/assignment, time consumption, cost and start- and delivery date are included.

8.2 The Customer will make larger additional orders at the latest one (1) month prior to desired implementation date, and minor additional orders should be made at the latest two (2) weeks prior to desired implementation date. These time limits are based on estimated time of delivery which may vary, however, on a case-by-case-basis.

8.3 Examples of larger additional orders are major changes in districts that concern one or more sales forces, complex changes in reporting, or the production of new, more complex reports.

8.4 Examples of minor additional orders are machine reading of a new item range, educations, minor changes in reporting, production of new plain reports, or revisions of fax templates.

8.5 KAM will, in consultation with the Customer’s contact person, decide if the additional order is of a major or minor kind.

9. Fees and Terms for Payment

9.1 Prices are provided in the offer.

9.2 The license fee for the Software is invoiced quarterly in advance.

9.3 License fees are based on Customer acquiring at least 70% of the total number of agreed licenses during the term of the Agreement. Termination notice for individual licenses is three (3) months.

9.4 Other fees are invoiced either monthly or quarterly in arrears.

9.5 Genero has the right to compensation for arisen and proven costs regarding travelling and accommodation specifically requested by Customer.

9.6 Payment should be made within 30 days from the invoice-date. If delayed payment, Genero will charge interest on any overdue payment according to Swedish law.

9.7 Initial billing occurs at the Start Date, or at the latest 2 months after the Start Date.

9.8 All prices are exclusive of VAT.

9.9 If the Customer has registered several entities, invoices will be made out separately to the respective company.

10. Price Adjustment

10.1 Genero has the right to adjust its fees and prices no earlier than twelve (12) months from the agreed start date for the Service. Such price adjustment shall be made in accordance with revisions of the SCB Labor Cost Index SNI 2007 trade J, preliminary index (LCI, see www.scb.se for current figures). The price adjustment shall be equivalent to the adjustment of this index during the previous 12-month period. In addition to this, Genero has, during the contractual period, the right to adjust the license fees for third party licenses in accordance with any price adjustments made by the licensor.

11. Rights to Software and Data

11.1 All intellectual property rights in and to the Software, the documentation and other materials are owned by Genero. No rights shall be considered granted or transferred to the Customer.

11.2 Genero grants Customer a non-exclusive and non-transferable right (use right) to use a Genero delivered version of the Software.

11.3 The Software may only be used by the Customer, and only to the extent permitted by the user licenses.

11.4 Customer may not, in whole or in part, copy, modify, or create derivative works of the Software other than as necessary in order to be able to use the Software for its intended purpose.

11.5 Customer may not, in any other way than as stated in these general terms, lend, let, distribute or in any other way make the Software available to third parties or sublicense its use rights without Genero’s explicit approval.

11.6 Genero ensures that required licenses for third party software are acquired during the contractual period.

11.7 Customer holds all rights to the data that the Customer processes by using the Software. “Data” means all information that is generated by sales support or sent to Genero; typically comprised by user information, sales statistics, price and product information.

11.8 Genero disposes of the above mentioned data only to the extent that it is necessary for Genero to fulfill its obligations. Genero has no right in any way to sell or transfer Customer’s data to third parties.

12. Confidentiality

12.1 Each party agrees to not without the other party’s permission, during the contractual period and for three (3) years thereafter, share such information concerning the other party’s business that could be seen as business- or trade secrets, included but not limited to market- and customer strategies, financial information including sales, costs, profit and pricing methods, internal organization, employment- and customer lists, network for internal electronic mail, technology including inventions, research and development methods, production process, design of machines and software, maintenance tools and know-how (“Confidential Information”). Information that a party has stated is confidential shall always be considered Confidential Information. Further, information that has been provided to Genero by a third party should always be considered Confidential Information.

12.2 The undertaking of secrecy according does not apply to such information that a party can show is publicly known. Further, the secrecy undertaking does apply when a party is obliged by law to share information. Should a party be required by law to hand over information, the other party shall be informed of this prior to such transfer.

12.3 Each party shall ensure that its employees and others that may need to take part of the Confidential Information shall adhere to these conditions.

13. Limitation of Liability

13.1 Subject to the hereunder mentioned limitations, Genero shall be liable for damages that Genero has caused the Customer through negligence.

13.2 Genero is not liable for material or information that the Customer or third party has established or provided.

13.3 If Genero has been negligent, Genero shall, without unreasonable delay, where practically possible, remedy such errors that Customer has filed a complaint about within a reasonable time. Genero’s obligation does not apply if such remedy causes unreasonable inconvenience and costs to Genero in relation to the importance of the remedy to the Customer.

13.4 Regardless of the limitations above, a party’s total liability for damages according to this Agreement is limited to a total amount of the payments made by Customer in the 12-month period prior to when the damage occurred, which, however, in no case shall exceed twenty-five (25) price base amount.

13.5 Neither party is in any case responsible for revenue loss or other indirect damage or loss, including the other party’s eventual liability of damages towards third party or loss of information.

13.6 The above limitations of a party’s liability for damages are not applicable if damage occurred as a result of intent or gross negligence.

13.7 Genero will defend and hold Customer harmless against any third party claim that a product made available by Genero for a fee and used within the scope of this Agreement (unmodified as provided by Genero and not combined with anything else), directly infringes a patent, copyright or other proprietary right of that third party. If Genero is unable to resolve a claim of infringement, it may, at its option, either (1) modify or replace the product with a functional equivalent or (2) terminate Customer’s license and refund any license fees, including amounts paid in advance for any usage period after the termination date. Genero will not be liable for any claims or damages due to Customer’s continued use of a product after being notified to stop due to a third-party claim.

13.8 A party must claim compensation within thirty days (30) after that party noticed or should have noticed the grounds for the claim, however, no later than six (6) months after the work has been performed.

14. Force Majeure

14.1 If a party is prevented from performing its obligations under this Agreement due to circumstances that party not could control, such as stroke of lightning, labor dispute, fire, changes in government regulations, government intervention, error in the public networks for data, telephone or mobile networks, or error or delay in services from the subcontractor due to such circumstances, it shall be free to postpone time for delivery without any liability for damages or other eventual effects. If performance of the Agreement in material aspects is hindered for a longer period than three months due to Force Majeure, a party may terminate Agreement in writing.

15. Notices

15.1 Termination notice or other notices shall be delivered by delivery service, registered mail, or email to a party’s contact person at the given number or address. The notification shall be considered delivered if:

a) delivered by delivery service; at time of delivery, or
b) if sent by registered mail; 5 days after sending of forwarding by post, or
c) if sent as an email; by receipt when the email has arrived to the other party’s inbox provided that the sender has sent the message by postal mail the same day.

16. Subcontractor

16.1 Genero has the right to engage a subcontractor for performance of its work.

17. Termination of Cooperation

17.1 Customer’s right to use the Software terminates at the termination of the Agreement. Customer shall then immediately return all material that has been provided in association with the Software, including but not limited to the Software, code of authorization and any documentation that Genero has delivered to Customer. Customer shall uninstall all Software from all client computers or similar client hardware.

17.2 At the time of termination of the Agreement, Customer’s register information, such as register of customers, sales history, inventory and marketing information shall be provided to Customer. Genero is entitled to compensation for such work in accordance with the current pricelist.

18. Dispute Resolution

18.1 If Customer or Genero significantly breaches any of its respective undertakings under this Agreement, such dispute shall be resolved during a period of two (2) months through negotiations where both parties shall take active part in good faith. Thereafter, either party has a right to terminate this Agreement.

18.2 Dispute regarding the interpretation or application of this Agreement shall be finally settled by Swedish courts, with the Stockholm District Court as the court of first instance.