General terms and conditions
These general terms and conditions (the "Terms") apply to all services provided by Adapt AB, Adapt Equipment AB, Adapt International AB, Adapt Project Management AB and Adapt Event & Expo AB. Each Quotation contains these Terms and Conditions with appendices unless otherwise agreed in writing by the Parties.
A Party's standardized reference to a standard agreement or equivalent shall not, either in itself or in combination with the counterparty's action or inaction, be deemed to imply that the Parties have agreed to deviate from the provisions of these Conditions.
CONTENTS
1. BACKGROUND AND AGREEMENTS
2. DEFINITIONS
3. PURCHASE OF EQUIPMENT
4. RENTAL OF EQUIPMENT
5. ASSIGNMENTS, TURNKEY SOLUTIONS AND REPAIR WORK
6. CERTAIN STORAGE SERVICES
7. COMMON PROVISIONS
These Terms are applied by Adapt AB, 559177-8153, and separately by the group companies Adapt Equipment AB, 556713-4597, Adapt International AB, 556994-7046, Adapt Project Management AB, 559309-3098 and Adapt Event & Expo AB, 556996-5576, for all its Services. Which of the group companies the Customer enters into an agreement with is stated in the Offer. The group company with which the Customer enters into an agreement is referred to in these Terms as "Adapt".
The Terms and Conditions apply to the Customer when the Customer accepts the Quote.
Adapt and Customer are each referred to as a "Party" and collectively as the "Parties", as applicable.
1. BACKGROUND AND AGREEMENTS
1.1 Adapt offers a wide range of solutions for the production of events, meetings and exhibitions, both for temporary and permanent venues. The service is set out in the Quotation.
1.2 The scope and terms of the Service are set out in the Quotation and these Conditions and any appendices thereto. If the Quotation and these Conditions contain conflicting information, the Quotation shall take precedence over these Conditions and any other appendices, unless the circumstances clearly indicate otherwise.
DEFINITIONS
2.1 Unless the context or circumstances clearly indicate otherwise, the following words and expressions shall have the meanings set out below:
"Application" means any web application that Adapt may provide to the Customer as part of another Service.
"Agreement" means the Quotation and these Terms and Conditions with any appendices (which form an integral part of the Agreement).
"Term" means the term of the Agreement from its commencement until its expiry or termination.
"Working Day" means Monday-Friday (08:00-17:00) which is not a public holiday or a day treated as a public holiday in Sweden (e.g. Midsummer's Eve, Christmas Eve and New Year's Eve). 08:00-17:00) that is not a public holiday or a day that is equivalent to a public holiday in Sweden (e.g. Midsummer's Eve, Christmas Eve and New Year's Eve).
"Computer Program" means the computer program(s) owned by a third party and sublicensed under the Agreement, including any additional functions or modules, specified in the Quotation. Computer programs may be included in the Service.
"Storage Unit" means such area as defined in 7.2.1 of these Terms and Conditions.
"Contract Sum" means the total sum payable by Customer to Adapt in respect of a Service. If the Service is divided into partial deliveries according to the Quotation, the sum relating to part of the Contract Sum shall be referred to as the "Subsumption".
"Customer" means the natural or legal person specified in the Quotation with whom Adapt has entered into an agreement regarding the Service.
"Quotation" means the quotation submitted to the Customer and accepted by the same.
"Equipment" means hardware and/or software that Adapt, according to the Quotation, shall provide to the Customer.
"Service" means all the services that Adapt has offered to perform for the Customer according to the Quote, such as, rental, purchase and installation of Equipment.
3. PURCHASE OF EQUIPMENT
3.1 GENERAL
3.1.1 Adapt may offer Customer to purchase Equipment. If it has been agreed between the Parties that Customer shall purchase Equipment from Adapt, the provisions of this section shall apply.
3.2 PRICE AND EQUIPMENT ETC.
3.2.1 The price of the Equipment is stated in the Quotation. The number and other details of the Equipment are stated in the Quotation.
3.3 DELIVERIES
3.3.1 Unless otherwise stated in the Offer, delivery to the Customer shall be Ex-Works (Adapt's warehouse). Unless otherwise stated in the Quotation, delivery shall be made within a reasonable time from acceptance of the Quotation. The Customer bears all costs for transportation, unless otherwise stated in the Agreement.
3.3.2 If Adapt is to be responsible for installing the Equipment at the Customer's premises, delivery shall be DAP (Incoterms 2020), unless otherwise stated in the Offer. Transportation costs will be added unless otherwise stated in the Agreement. The Equipment shall thus be deemed to be delivered at the time it arrives at the agreed location, even if installation is carried out at a later date by Adapt.
3.4 NATURE OF THE EQUIPMENT, OBLIGATION TO EXAMINE, COMPLAINTS AND LIMITATION PERIOD
3.4.1 The Equipment is defective if it deviates from what is stated in the Quotation or other product description provided to the Customer by Adapt. The Equipment is not defective if it deviates in any other respect from the Customer's expectations.
3.4.2 The Customer shall examine the Equipment upon delivery. Obvious damage to the Equipment must be reported immediately. If the complaint is not made immediately, the Customer is not entitled to claim the defect. If Equipment that, according to the delivery note or Quote, has not been included in transport, the Customer must immediately inform Adapt of this. If the Customer does not inform Adapt immediately, the Customer shall reimburse Adapt for the costs of replacing such Equipment.
3.4.3 Unless otherwise agreed, for example in relation to warranty or the longer warranty offered by Adapt's supplier of Equipment, the Customer may not claim that the Equipment is defective unless it provides Adapt with written notice of the defect within 14 Working Days of the Equipment arriving at the Customer. Information regarding warranties from Adapt's suppliers regarding Equipment is only provided at the Customer's request.
3.5 ERRORS AND REMEDIES ETC.
3.5.1 Defects in the Equipment shall be remedied by Adapt without unreasonable delay after a complaint from the Customer.
3.5.2 All costs for remediation shall be borne by Adapt. Adapt has no obligation to compensate the Customer for any direct or indirect damage incurred by the Customer as a result of the Error.
3.5.3 Adapt is not responsible for Errors due to
- use contrary to the user documentation for the Equipment or the terms of the Contract;
- use of the Equipment for purposes other than those for which it is intended.
- disruption of electricity supply, internet disruption, other external signal disruption or similar.
- Computer programs.
3.5.4 Adapt is entitled, instead of remedying the defect, to redeliver the Equipment at no cost to the Customer. The Customer shall, if Adapt so requests, return the defective Equipment at Adapt's expense.
3.5.5 Except as expressly set forth in the Remedies Agreement, Adapt makes no warranties or representations whatsoever, express or implied, by law or otherwise, with respect to the Equipment, including as to quality, defect-free performance, usefulness or fitness for a particular purpose.
3.6 WITHDRAWAL CLAUSES
3.6.1 Adapt reserves ownership of the Equipment until full payment under the Agreement has been made. The Customer undertakes to keep the Equipment separate from other goods and not to sell, destroy, alter or otherwise dispose of the Equipment until the Customer has made full payment.
4. EQUIPMENT RENTAL
4.1 GENERAL
4.1.1 Adapt may offer the Customer Service in the form of rental of Equipment. If it has been agreed between the Parties that Adapt shall rent Equipment to Customer, the provisions of this section shall apply.
4.2 DELIVERY AND RETURN
4.2.1 The Equipment is collected by the Customer at the location specified in the Offer. If no place for collection has been specified, the Equipment shall be collected at the place later specified by Adapt. Adapt may, by agreement with the Customer, arrange transportation to the Customer, whereby the Customer bears the transport cost and the risk of the Equipment during transport.
4.2.2 Upon collection or receipt, the Customer shall carefully check whether the correct Equipment and the correct number of Equipment, according to the delivery note, have been included. Remarks in this regard must be made immediately to Adapt. If a complaint is not made immediately, Adapt is entitled to charge the Customer the cost of purchasing new Equipment which, according to the delivery note, should have been included in the collection or transportation.
4.2.3 The Equipment shall be returned to the place where it was collected. Return shall take place during Adapt's regular opening hours, unless otherwise provided in the Agreement. The Equipment shall be deemed returned when Adapt has issued a return note or otherwise confirmed the return in writing. If Adapt has agreed to arrange transportation for the return of the Equipment, the cost of transportation and the risk of the Equipment shall be borne by the Customer during transportation.
4.3 RENTAL PERIOD
4.3.1 The rental period is stated in the Offer. Otherwise, what is stated in 4.3.2-4.3.3 below applies.
4.3.2 In the case of fixed-term rental, the Equipment shall be returned at the time stated in the Quotation. If the Customer wishes to extend the rental period, a new Quotation must be drawn up before the date of return. A Customer who uses the Equipment for a longer period than stated in the Quotation is obliged to pay rent in accordance with section 4.4 of these Terms and Conditions for each rental day commenced. In addition, the Customer is obliged to compensate Adapt for such direct and indirect damage that arises as a result of the Equipment not being returned within the agreed time.
4.3.3 In the case of a rental for an indefinite period of time (continuous rental charge), the rental period is calculated from the date on which the Equipment is delivered to the Customer or made available for collection until the date on which the Equipment is returned. The Offer shall state that the rental period is indefinite and that the contract is valid until the date of return of the Equipment.
4.4 RENT
4.4.1 The rent is stated in the Offer. To the extent that the rent is not stated in the Offer, Adapt's price list applicable at any given time applies. For part of a day, rent is paid as for a full day.
4.5 OWNERSHIP OF THE EQUIPMENT
4.5.1 The Equipment shall throughout the Rental Period constitute the property of Adapt and nothing in these Terms shall imply or be construed to mean that the Customer has acquired or will acquire any title to the Equipment, or any other right to charge the Equipment. A breach of this clause by the Customer shall be deemed a material breach of contract.
4.6 CUSTOMER USE OF THE EQUIPMENT
4.6.1 The Customer is responsible for ensuring that the Equipment is only used by authorized and trained personnel.
4.6.2 The Customer may not, without Adapt's written approval, allow anyone other than the Customer to use the Equipment, rent the Equipment to another party or transfer the Agreement to another party. The Customer who, in breach of the Agreement, allows others to use or otherwise dispose of the Equipment is unconditionally liable for all such use or disposal, in relation to both Adapt and the other user and third parties. The Customer is also obliged to compensate Adapt for the financial or non-material damage that arises for Adapt as a result of the Equipment being used by someone other than the Customer.
4.6.3 If the Equipment is to be installed on site, the Customer may, at its own risk, allow others to use the Equipment in the manner for which it is designed and intended to be used.
4.6.4 The Customer is obliged to keep Adapt informed of where the Equipment is stored or used. The Equipment may not be taken outside Sweden without Adapt's written approval.
4.7 DUTY OF CARE, ETC.
4.7.1 It is the Customer's responsibility to carry out the necessary inspection immediately upon receipt of the Equipment, and before it is put into use, and to submit any comments on its condition to Adapt.
4.7.2 The Customer may not change the product labeling, identification or written user instructions for the Equipment.
4.7.3 The Customer is obliged to take reasonable care of the Equipment and to comply with the regulations issued on the care and maintenance of the Equipment.
4.7.4 For inspection and care of the Equipment, the Customer shall use personnel with the necessary competence for the task.
4.7.5 When returned, the Equipment must be well cleaned and in the same condition as at the time of delivery or handover. If the Equipment has not been cleaned or its condition has otherwise deteriorated during the rental period, the Customer will be charged separately for this. For Equipment that may have been exposed to harmful substances, such as asbestos dust, a separate decontamination cost will be charged.
4.8 REPAIRS ETC.
4.8.1 The Customer may not, with the exception of the duty of care and maintenance under section 4.7 above, without Adapt's written approval, have the Equipment repaired or altered. Replacement of wear and tear and consumable parts during the use of the Equipment, after approval from Adapt, is performed and paid for by the Customer.
4.8.2 Damage and defects in the Equipment that occur during the rental period due to the Customer's use of the Equipment or otherwise due to the Customer or a third party shall be paid for by the Customer. Repairs of defects in the Equipment that existed at the time of rental are paid for by Adapt. Adapt is in no case obliged to make replacement objects available to the Customer during the repair period.
4.8.3 In the event of damage to the Equipment caused by the Customer's intent, negligence or lack of supervision or care, the Customer will be charged according to Adapt's price list applicable at the time.
4.9 ADAPT'S LIABILITY FOR ERRORS AND DAMAGE
4.9.1 Adapt, which cannot monitor the Customer's use of the Equipment and the circumstances under which the Equipment is used, is not liable for personal injury, property damage or financial loss that may arise from the Customer's use of the Equipment, other than what follows from mandatory law. Adapt is also not liable for direct or indirect damage (e.g. stoppage of operations or loss of profit) incurred by the Customer as a result of defects in the Equipment. If a fault is found in the Equipment, which is not due to the Customer or a third party's use of the Equipment, which makes it unusable for the Customer, Adapt shall remedy the fault within a reasonable time (by repair or with a reasonable replacement object). If Adapt determines that the defect cannot be remedied within a reasonable time or at a reasonable cost to Adapt, Adapt shall be entitled to terminate the Agreement. As the sole consequence thereof, the Equipment shall then be returned to Adapt and Customer shall be relieved of the obligation to pay rent from the date of such return.
4.10 CUSTOMER LIABILITY FOR DEFECTS, DAMAGE AND THEFT
4.10.1 The Customer shall notify Adapt without delay of any defect or damage to, or theft of, the Equipment during the rental period. After such notification, Adapt shall inform the Customer of the measures to be taken by the Customer. In the event of theft of the Equipment and in the event of damage, the Customer is obliged to provide Adapt with such information as Adapt requests in order to be able to make a police report and handle the matter with its insurance company.
4.10.2 All damage to the Equipment that did not exist at the time of delivery or handover shall be compensated by the Customer. Damaged or lost Equipment, which is not covered by Adapt's usual insurance, will be charged to the Customer at replacement cost.
4.11 DELAYS IN DELIVERY ETC.
4.11.1 If Adapt does not provide the Equipment in working order at the agreed time, the Customer is entitled to terminate the Agreement or request such a reduction in the rent as corresponds to the fault or delay. However, Adapt is not obliged to compensate the Customer for other direct or indirect damage suffered by the Customer or third parties as a result of the defect or delay.
4.11.2 Cancellation, damages or reduction of the rent may not be claimed when Adapt offers to remedy defects in the Equipment or replace the Equipment with other acceptable Equipment, and rectification takes place within a reasonable time and at no cost to the Customer. Nor may such a penalty be enforced unless the Customer notifies Adapt immediately after noticing or failing to notice the fault (complaint).
4.12 INSURANCE
4.12.1 The Customer is obliged to keep the Equipment insured for an adequate amount throughout the rental period. Such insurance shall also cover transportation of the Equipment upon delivery and return, unless otherwise agreed.
4.13 TERMINATION ETC.
4.13.1 Adapt has the right to terminate the Agreement with immediate effect and request the return of the Equipment if
i. the Customer fails to meet its payment obligations to Adapt, becomes insolvent or is declared bankrupt
ii. The customer at the request of Adapt,
a) does not provide such security for the Customer's obligations under the Agreement as Adapt requests, or
b) if Adapt has reason to fear that the Customer or the Customer's parent company (if such exists and any parent company guarantee has been provided as security as described above) is unable to pay or if the value of the security provided decreases after the provision of such security (and the Customer is not able to offer additional security accepted by Adapt upon request);
iii. Adapt can demonstrate a material risk of loss or significant damage to the Equipment, unless satisfactory security is provided or the Customer demonstrates that the risk of such loss or damage no longer exists;
iv. The equipment is subjected to abnormal use, is used in a negligent manner or is otherwise used by personnel without the required authorization or training;
v. the Customer allows anyone other than the Customer's personnel to use the Equipment without Adapt's written consent; or
vi. The Customer otherwise fails to comply with a provision of the Agreement, compliance with which is not of only minor importance to Adapt.
4.13.2 If Adapt terminates the Agreement with immediate effect as set out above, the rental period and the Customer's right to use the Equipment will cease. The Customer shall then pay for the immediate dismantling, cleaning and return of the Equipment to Adapt. The Customer's obligation to pay rent for the Equipment ceases upon such return of the Equipment.
4.13.3 If the Equipment is not returned by the Customer, the Customer shall reimburse Adapt for the cost of dismantling, cleaning and collecting the Equipment. The Customer bears the risk for the Equipment until it is returned to Adapt.
5. ASSIGNMENTS, TURNKEY SOLUTIONS AND REPAIR WORK
5.1 GENERAL
5.1.1 Adapt may provide the Customer with Services in the form of installation and assembly work in connection with the rental or purchase of Equipment (hereinafter referred to as "Assignment"). The type and scope of the Assignment is stated in the Offer. Assignments are subject to what is specifically stated in this section.
Adapt can also provide the Customer with Services in the form of turnkey solutions for the production of events, meetings and trade fairs. Turnkey solutions include transportation of Equipment, project management, technical and conceptual solutions, construction and installation work and staffing of Equipment, etc.
Finally, Adapt may provide the Customer with Services in the form of repair and maintenance works of movable or immovable property (hereinafter referred to in particular as "Repair Works").
Turnkey solutions, Contracts and Repair works are not to be equated with each other, but are referred to in this section collectively and individually as "Works" as the same provisions shall apply to them all.
5.2 WORK AND STAFFING ETC.
5.2.1 The Works are set out in the Quotation. Adapt shall carry out the Work with, in Adapt's reasonable opinion, suitable employees for the purpose. Adapt has the right to freely replace employees involved in the performance of the Works.
5.2.2 Adapt may, without informing or obtaining the consent of the Customer, engage a subcontractor for the performance of the Works. Such subcontractors must meet the requirements for competence and experience that the Customer has set for Adapt. If Adapt uses a subcontractor, Adapt is responsible for the subcontractor's work as for its own and is responsible for ensuring that the subcontractor complies with all provisions of the Agreement.
5.2.3 The Customer shall provide Adapt with access to premises, equipment and documentation necessary for Adapt to carry out the Works in a cost-effective manner for Adapt. The Customer shall also take the measures required by Adapt, such as reviewing documents or making decisions, to enable Adapt to perform the Works in a cost-effective manner for Adapt.
5.3 MODIFICATION OF THE WORKS
5.3.1 If Customer wishes to change the scope of the Works, Customer shall make such request in writing to Adapt. Adapt is under no obligation to accept such a change, but shall seek to give written notice whether the change is accepted or not within a reasonable time. If Adapt does not respond within a reasonable time, the change is not considered accepted.
5.4 NUTRITIONAL CHARACTERISTICS
5.4.1 A Party shall not have any right to use the other Party's trademarks in its own marketing or to make any public statement in connection with the Agreement without obtaining the prior written consent of the other Party.
5.5 AGREED DELIVERY DATE AND DELAY ETC.
5.5.1 The agreed delivery date is the date on which the Works shall have been carried out/completed in accordance with the Tender. The Tender shall state the agreed delivery date and time for any delivery inspection.
5.5.2 In the event of an Assignment, Adapt shall perform an acceptance test. Acceptance testing takes place upon completion of installation or assembly and means that Adapt tests that the Equipment works properly. Please note that delivery of Equipment in connection with the rental or purchase of the Equipment takes place in accordance with special regulations in these Terms and Conditions. Approved delivery test does not constitute the time of delivery but the time of completion of the Assignment.
5.5.3 Adapt's delay occurs if the Works are completed after the agreed delivery date with the possible time extension that follows as below.
5.5.4 If Adapt finds it likely or fears that a delay will occur, Adapt shall notify the Customer of this as soon as possible. Adapt shall at the same time inform the Customer of the reason for the delay and when the Works can be completed. If Adapt fails to give such notice, the Customer is entitled to compensation for the direct damage that could have been avoided if the notice had been given in time.
5.5.5 In the event of a delay due to any circumstance on the Customer's part or circumstances such as the Customer wishing to change the Works or force majeure occurring, Adapt shall be entitled to a reasonable extension of time.
5.5.6 If the Customer causes a delay so that Adapt cannot utilize the allocated resources for the Works, Adapt is entitled to charge the Customer for the allocated time that cannot be utilized. This applies, however, after Adapt has notified the Customer of this.
5.5.7 In order for Adapt to be entitled to compensation due to Adapt not being able to utilize the resources allocated to the Works, Adapt must make a claim no later than ten (10) days after the delay has occurred. The right to compensation for delay caused by the Customer applies in addition to any compensation due to cancellation rules according to the Offer.
5.6 ERRORS IN THE WORKS
5.6.1 There is a defect if the completed Works do not comply with what is stated in the Tender.
5.6.2 It is Adapt's responsibility to remedy defects in the Work that are documented during any delivery inspection or notified by the Customer. For Assignments and Repair Work, the Customer may not invoke defects if the Customer does not notify Adapt of this within three (3) months of the completion of the Assignment or Repair Work. For Complete Solutions, the Customer may not invoke defects in the Complete Solution unless the Customer notifies Adapt of this during the time when the Complete Solution is performed by Adapt according to the Offer. If the Customer did not notice the error and the Customer should not have noticed the error during the time when the Complete Solution was performed or for any other reason could not reasonably notify Adapt of the error, the Customer must invoke errors no later than five (5) Working Days after the Complete Solution was performed. Once five (5) Business Days have passed from the time when the Complete Solution was completed, Adapt shall under no circumstances be liable for errors in the Complete Solution.
5.6.3 Defects in the Work shall be remedied free of charge, provided that Adapt has previously received compensation for the defectively performed Work, and with the urgency required by the circumstances. Adapt has no further obligation to compensate the Customer for any damage incurred by the Customer as a result of the defect.
5.6.4 Adapt's liability for defects in the Works does not include
i. defects caused by the Customer's changes to the Works, or
ii. defects caused by the Customer's use of the Equipment, or other property subject to the Works, with equipment, accessories or system software other than that prescribed or provided by Adapt; or
iii. errors due to the Customer providing incorrect or incomplete information that has affected the Works, or
iv. errors caused by computer programs, third parties (such as Microsoft Teams, Google, Amazon or Zoom), telecom operators, internet connection, electricity connection or similar.
5.6.5 Except as expressly set out in the Contract for the remedy of defects, Adapt makes no warranties or representations whatsoever, express or implied, by law or otherwise, with respect to the Works. For Equipment purchased by the Customer, the specific provisions of these Terms and Conditions regarding warranty apply. For materials purchased or otherwise included in Repair Work, the warranties given by the supplier of such materials apply. Information about such warranties will only be provided to the Customer on request.
6. CERTAIN STORAGE SERVICES
6.1 GENERAL
6.1.1 Adapt may provide Service in the form of a unit for the storage of Equipment or other property designated by Customer ("Storage Service"). The following provisions of this section apply in the event that Adapt and Customer have agreed for Adapt to provide Storage Service.
6.2 THE STORAGE UNIT
6.2.1 A storage unit is a storage location or other suitable storage area determined by Adapt. The Storage Unit may be located at Adapt or another company in the group or at another party with which Adapt has a contractual relationship. Customer may only use the Storage Unit in accordance with the Agreement. Client agrees that nothing in the Agreement gives Client any ownership or other legal right to the Storage Unit.
6.3 INSURANCE OBLIGATION
6.3.1 The Customer is obliged to keep the Storage Property insured at a level chosen by the Customer, but sufficient to cover the full value of the Storage Property, for the entire period during which the Equipment or other property designated by the Customer is to be stored in the Storage Unit (hereinafter referred to as "Storage Property").
6.3.2 Adapt shall have customary theft and fire insurance for the premises where the Storage Property is stored. To the extent that damage occurs to the Storage Property and such damage is covered by Adapt's insurance in this respect, Adapt's insurance shall be used in the first instance.
6.3.3 The Customer shall at all times indemnify Adapt or the group company or other party with which Adapt has a contractual relationship in respect of the Storage Service against claims for recovery from the Customer's insurance company.
6.4 CUSTODIAL PROPERTY
6.4.1 The Customer is responsible for ensuring that all Storage Property can be safely stored in the Storage Unit. Storage Property must not consist of flammable materials or liquids, toxic or hazardous liquids, asbestos, firearms, ammunition or explosives, gas cylinders or other compressed gases, fireworks or other dangerous or unsuitable property.
6.4.2 For the avoidance of doubt, the Client reserves all ownership rights to its Custody Property. The Customer is responsible for ensuring its right of separation in the event of bankruptcy by appropriately marking its Storage Property. Adapt may, for a fee agreed with the Customer, label, mark, stamp or otherwise distinguish the Storage Property or the Storage Unit.
6.5 PRICE AND CONTRACT PERIOD
6.5.1 The price for the Storage Service is stated in the Quote. If the price is not stated in the Quote, Adapt's current price list applies.
6.5.2 Unless otherwise agreed, the Storage Service is valid until further notice with three (3) months' notice.
6.6 LIABILITY AND DISCLAIMER
6.6.1 Adapt is liable for loss of Storage Property or other direct damage arising from the Storage Service if such damage is due to negligence on Adapt's part. Adapt is not liable under any circumstances for indirect damage such as loss of profit.
6.6.2 Adapt makes no representations or warranties whatsoever to Customer regarding the monitoring of the Storage Unit or the Storage Property.
6.7 REMOVAL OF DETENTION PROPERTY
6.7.1 The Customer is responsible for removing the Storage Property upon termination of the Agreement or at the time otherwise agreed, unless otherwise stated in the Agreement. Upon removal, Adapt shall make the Storage Property available for removal at a suitable loading dock or, if agreed, transport the Storage Property to the Customer, or provide the Customer with access to the Storage Unit for removal.
6.7.2 If the Customer has not removed the Storage Property within three (3) months from the time it was due to do so under the Agreement, and the Customer has been requested to remove the Storage Property, Adapt is entitled to remove the Storage Property at the Customer's expense.
6.8 ACCESS TO THE STORAGE UNIT AND PROHIBITION OF SUBLETTING ETC.
6.8.1 The Customer may be granted access to the Storage Unit only by agreement with Adapt.
6.8.2 The Customer does not have exclusive access to the Storage Unit. Adapt, or another party appointed by Adapt, is always entitled to access the Storage Unit and reload the Storage Property or move it temporarily to another location or move it to another Storage Unit. Adapt shall carry out such removals with due care, but removals are always at the Client's risk.
6.8.3 The Client may not sublet the Storage Unit or share the Storage Unit with others, unless agreed otherwise.
7. COMMON PROVISIONS
7.1 GENERAL
7.1.1 The following provisions of this section apply to all Adapts Services.
7.2 PAYMENT TERMS
7.2.1 The following applies to payment for Adapt's Services unless otherwise stated in the Offer:
i. Payment shall be made monthly against invoice.
ii. Payment must be made within 30 days of the invoice date. In the event of late payment, penalty interest will be charged according to law. Adapt reserves the right to charge Customer a fee for payment reminder according to law.
7.2.2 If Customer makes a purchase under this Agreement (usually from a location outside Sweden) and as a result Adapt is required to pay value added tax ("VAT"), despite the fact that Party has assessed that VAT is not payable, Customer shall indemnify Adapt against all damages, liabilities, costs and expenses, including reasonable attorney's fees, arising out of or related to such VAT claim.
Customer agrees to indemnify Adapt for all payments made by Adapt to comply with the VAT requirement. Customer's liability to indemnify Adapt shall extend to any claim, action, suit or proceeding brought against Adapt by tax authorities or any other third party in connection with the said VAT claim.
In order to trigger Customer's indemnity obligation, Adapt shall, within a reasonable time, notify Customer of the VAT claim and Customer shall have 10 days to respond to Adapt in writing and take the necessary steps to address the claim. Failure to respond within the specified time period shall not relieve Customer of its obligations under this clause.
This clause shall survive the termination of this Agreement for any reason.
7.3 SECURITY FOR THE CLAIM
7.3.1 Adapt is entitled, if it appears that the Customer does not pay for the Service or Adapt fears that the Customer may become insolvent or the Customer's financial circumstances are otherwise such that Adapt has good reason to fear that the Customer will not perform in accordance with the Agreement, to prevent the release of the Customer's storage property or other property in Adapt's temporary possession. In such cases, Adapt shall immediately notify the Customer thereof. If the Customer makes payment or otherwise provides acceptable security for payment, Adapt shall allow the Storage Property to be released to the Customer.
7.4 COMPUTER PROGRAMS
7.4.1 If the Customer has ordered a Service from Adapt that contains Computer Programs, the Customer is responsible for using the Computer Program in accordance with the terms and conditions stipulated by the owner of the Computer Program and with whom the Customer may enter into a separate agreement. The conclusion of such an agreement with a third party is in such cases a prerequisite for the Customer to be able to use the relevant Computer Program. Adapt has no ownership or intellectual property rights to the Computer Programs. Adapt is not responsible in any respect for errors or defects in Computer Programs. Other conditions regarding sublicensing are stated in the Offer.
7.5 APPLICATION
7.5.1 If agreed between the Parties, Adapt may enable the Customer to use the Application as part of the relevant Service. Adapt thus grants Customer a terminable, non-exclusive, non-commercial, non-sublicensable and non-transferable license to use the software provided in the form of the Application. The sole purpose of the license is to allow Customer to use the Application in the form provided by Adapt, in accordance with these Terms. You are strictly prohibited from selling, distributing, copying, modifying or renting any part of the Application or its software. Attempting to extract source code or decompile source code of the Software is also strictly prohibited.
7.5.2 Adapt and its licensors own and retain all intellectual property rights in the Application and its content. Customer is not granted any rights to such intellectual property rights beyond what is stated in the Agreement.
7.5.3 The Customer is responsible for any costs incurred by the Customer when using the Application, such as costs for internet use.
7.5.4 Unless otherwise stated in the Agreement, Adapt is not liable for direct or indirect damages directly or indirectly caused by:
i. Failure, interruption or disturbance of the Customer's mobile phone or the Customer's internet connection when using the Application.
ii. Failure, interruption or disruption of the Application or due to updates or maintenance of it.
iii. Third man.
iv. Other users of the Application.
v. Infringement of third parties' intellectual property rights.
vi. Other damages, disruptions, errors, interruptions or intrusions caused by the actions of third parties (including the Application being hacked, viruses being spread via the Application or unauthorized access to data stored in the Application).
vii. the actions of third parties or the Customer when using the Application.
viii. Violation of law.
ix. Loss of data.
x. Any other damage arising from the use of the Application.
xi. Adapt, its employees, consultants, agents or representatives shall in no event be liable to the Customer as a user or to third parties for indirect damages.
7.6 SUPPORT
7.6.1 To the extent that the Parties have agreed on support for Equipment or otherwise, what has been specifically agreed in a support agreement or similar applies.
7.6.2 Unless otherwise agreed in a support agreement or similar, support shall only be provided during Working Days. For the provision of support beyond Adapt's regular working hours, a special agreement is required.
7.6.3 Support can only be provided for Equipment, Assignment, Complete Solution or other system owned by the Customer if specifically agreed.
7.7 CANCELLATION POLICY
7.7.1 Cancellation/cancellation of the Service according to the Quotation is subject to the cancellation/cancellation rules stipulated in the Quotation.
7.8 LIABILITY AND LIMITATIONS OF LIABILITY
7.8.1 Unless otherwise specifically stated in the Agreement, the Party is liable for direct damage arising from the Party's breach of contract in the event of negligence. Adapt is not liable under any circumstances for indirect damage such as loss of profit.
7.8.2 If the Service is divided into partial deliveries or partial assignments, Adapt shall only be liable for such damage that is directly related to such partial delivery or partial assignment and never more than the Subtotal. Adapt's total liability for damage shall under no circumstances amount to more than the Contract Sum.
7.9 FORCE MAJEURE
7.9.1 A party is exempt from penalties for failure to fulfill certain obligations under the Agreement if the failure is due to circumstances beyond the control of the party and which prevent the fulfillment thereof. As soon as the obstacle has ceased, the obligation shall be fulfilled in the agreed manner.
7.9.2 Force majeure shall be deemed to be a pandemic or national disease epidemic, war, act of war, terrorist attack, government action, new or amended legislation, labor market conflict or other circumstances beyond the control of the Party.
7.9.3 In order to obtain relief under the preceding paragraph, a Party shall notify the other Party in writing without delay.
7.9.4 Notwithstanding the above provisions on relief from penalties, a Party is entitled to terminate the Contract in the circumstances stated if the other Party's performance of a material obligation is delayed by more than three (3) months.
7.10 CONFIDENTIAL INFORMATION
7.10.1 The Parties hereby undertake to observe confidentiality during the Agreement Period and for a period of 10 years thereafter and thus not to disclose to third parties Confidential Information which the Party receives from the other Party in connection with the Agreement. The provisions of this paragraph apply unless the Parties have signed a separate confidentiality agreement that entails a longer-term confidentiality commitment between the Parties.
7.10.2 For the purposes of these Terms and Conditions, "Confidential Information" means all information relating to the subject matter of the Contract and any other information, whether technical, commercial or otherwise, whether or not recorded in writing, except
a) information which is generally known or comes to the knowledge of the public otherwise than by reason of a breach by a Party of the terms of the Contract,
b) information of which the Party can show that it was already aware before receiving it from the other Party,
c) information which the Party has received or will receive from a third party without being bound by a duty of confidentiality in relation to that party, and
d) information that the Party is obliged to disclose under law, regulation, court order or stock exchange rules or equivalent.
However, in cases referred to in c) above, the Party is not entitled to disclose to third parties that the same information has also been received from the other Party under the Agreement.
7.10.3 It is incumbent on the Party to ensure that employees and engaged consultants/subcontractors who can be assumed to come into contact with Confidential Information are bound to keep this information secret to the same extent as the Party under the Agreement.
7.10.4 Each Party undertakes to comply with reasonable data security rules notified by the other Party.
7.11 GDPR
7.11.1 If Adapt processes personal data in connection with the Agreement, this will be done in accordance with Adapt's privacy policy, which is available on Adapt's website www.adapt.se.
7.12 ASSIGNMENT OF THE CONTRACT
7.12.1 Customer may not assign or pledge its rights and/or obligations under the Agreement, in whole or in part, without Adapt's written consent. However, Adapt may assign or pledge its rights and/or obligations under the Agreement, in whole or in part, without Customer's consent.
7.13 NOTIFICATIONS
7.13.1 Complaints and other notices concerning the application of the Contract shall be sent by courier, registered letter or e-mail to the addresses of the Parties stated in the Offer or subsequently amended.
The notification shall be deemed to have been received by the addressee
(a) if delivered by courier: on delivery to the consignee
b) if sent by registered mail: three (3) days after delivery for mailing; and
c) if sent by e-mail, at the time of sending, if receipt has been duly acknowledged.
The change of address shall be notified to Part in the manner prescribed in this provision.
7.14 HEADINGS
7.14.1 The division of these Conditions into different sections and the assignment of headings shall not affect the interpretation of the Conditions.
7.15 CHANGES TO THE CONDITIONS
7.15.1 Adapt reserves the right to make changes to these Terms at any time. If Adapt makes any changes to these Terms, Adapt shall provide written notice thereof to Customer together with the amended version of these Terms. If the Customer does not object to the changes within 15 Business Days, the Customer shall be deemed to have accepted the changes. If the Customer objects to the changes within the prescribed time, Adapt shall be entitled to terminate the Agreement with immediate effect, whereby all services shall be returned. The return of all services shall be the sole consequence of such termination and neither Party shall be entitled to compensation for any damage, either directly or indirectly, as a result of the termination.
7.16 INACTION
7.16.1 A Party's failure to exercise any right under these Terms and Conditions or failure to raise any matter relating to the Contract shall not constitute a waiver of such right.
7.16.2 Should a Party wish to refrain from exercising a certain right or from pointing out a certain circumstance, such a waiver must be made in writing in each individual case.
7.17 FULL REGULATION
7.17.1 All written or oral undertakings and commitments relating to the Service that preceded the Contract are superseded by the contents of the Contract.
7.18 INVALIDITY OF THE PROVISION
7.18.1 Should any provision of the Agreement or part thereof be found to be invalid, this shall not mean that the Agreement as a whole is invalid, but then, to the extent that the invalidity materially affects the Party's rights or obligations under the Agreement, reasonable adjustment of the Agreement shall be made.
7.19 APPLICABLE LAW AND DISPUTES
7.19.1 Swedish law shall apply to the Contract.
7.19.2 Disputes arising from the Contract shall be settled by a general court.