These general terms and conditions (the “Terms and Conditions”) 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 and annexes, unless otherwise agreed in writing by the Parties.
A standardised reference by a Party to a standard agreement or equivalent will not be considered to mean, either itself or in combination with action or inaction by the other party, that the Parties have agreed to deviate from the provisions of these Terms and Conditions.
1 BACKGROUND AND AGREEMENT
3 PURCHASE OF EQUIPMENT
4 RENTAL OF EQUIPMENT
5 ASSIGNMENTS, COMPREHENSIVE SOLUTIONS AND REPAIR WORK
6 CERTAIN STORAGE SERVICES
7 JOINT PROVISIONS
These Terms and Conditions are applied by Adapt AB, 559177-8153, and individually 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, 556996-5576, for all their Services. The Quotation states which of the group companies the Customer enters into an agreement with. The group company that the Customer enters into an agreement with is referred to as “Adapt” in these Terms and Conditions.
The Terms and Conditions apply to the Customer when the Customer accepts the Quotation.
Adapt and the Customer are referred to individually as “a Party” and collectively as “the Parties”, where applicable.
1 BACKGROUND AND AGREEMENT
1.1 Adapt offers a wide range of solutions for the production of events, meetings and exhibitions for both temporary and permanent meeting places. 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 Terms and Conditions and any associated annexes. If the Quotation and these Terms and Conditions contain conflicting information, the Quotation must take precedence over these Terms and Conditions and any other annexes, unless circumstances obviously indicate otherwise.
2.1 Unless the context or the circumstances clearly indicate otherwise, the following terms and concepts will have the meanings set out below:
"Application" means any web application that Adapt may supply to the Customer as part of another Service.
"Agreement" means the Quotation and these Terms and Conditions and any annexes (which form an integral part of the Agreement).
"Contract period" means the term of the Agreement from the date of entry into force until it expires or ceases to apply.
"Working day" means Monday–Friday (08:00-17:00) other than a public holiday or a day equated with a public holiday in Sweden (e.g. Midsummer's Eve, Christmas Eve and New Year's Eve).
"Computer software" means the computer program or programs owned by a third party that are sub-licensed under the Agreement, including any additional features or modules that are specified in the Quotation. Computer programs may be included in the Service.
"Storage unit" means any space defined in section 7.2.1 of these Terms and Conditions.
"Contract sum" means the total sum that the Customer must pay Adapt in connection with a Service. If the Service is divided into partial deliveries in accordance with a Quotation, the sum relating to part of the Contract Sum will be referred to as a "Subtotal".
"Customer" means the natural person or legal entity specified in the Quotation with which Adapt has entered into an agreement regarding the Service.
"Offers" means the quotation submitted to the Customer and accepted by it.
"Equipment" means hardware and/or software that Adapt will supply to the Customer in accordance with the Quotation.
"Service" means all the services that Adapt has offered to carry out for the Customer in accordance with the Quotation, such as rent, purchase and installation of Equipment.
3 PURCHASE OF EQUIPMENT
3.1.1 Adapt may offer the Customer Equipment to purchase. If it has been agreed between the Parties that the Customer will purchase Equipment from Adapt, the provisions stipulated in this section will apply.
3.2 PRICE AND EQUIPMENT ETC.
3.2.1 The price for the Equipment is stated in the Quotation. The quantities and other details regarding the Equipment are set out in the Quotation.
3.3.1 Unless otherwise stated in the Quotation, delivery to the Customer will take place Ex-Works (Adapt’s warehouse). Unless otherwise stated in the Quotation, delivery will be take place within a reasonable time from acceptance of the Quotation. All transport costs are payable by the Customer, unless otherwise stated in the Agreement.
3.3.2 If Adapt is to pay for installation of the Equipment at the Customer’s premises, delivery will take place DAP (Incoterms 2020), unless otherwise stated in the Quotation. Transport costs will be added unless otherwise provided in the Agreement. The Equipment will therefore be considered to have been delivered at the moment when it arrives at the agreed place, even if installation is carried out by Adapt at a later date.
3.4 NATURE OF THE EQUIPMENT, OBLIGATION TO EXAMINE, COMPLAINT AND LIMITATION PERIOD
3.4.1 The Equipment is faulty if it deviates from what is stated in the Quotation or other product description supplied to the Customer by Adapt. The Equipment is not faulty if it deviates from the Customer's expectations in any other respect.
3.4.2 The Customer must examine the Equipment upon delivery. A complaint concerning obvious damage to the Equipment must be submitted immediately. If no complaint is submitted immediately, the Customer is not entitled to claim the fault. The Customer must immediately inform Adapt if Equipment is missing from a transport according to the delivery note or Quotation. If the Customer fails to provide Adapt with information to that effect immediately, the Customer must compensate Adapt for the costs for new acquisition of such Equipment.
3.4.3 Unless otherwise agreed regarding a warranty or the longer warranty offered by Adapt’s Equipment supplier, for example, the Customer may not claim that the Equipment is faulty unless it provides Adapt with written notice of the fault within 14 Working Days from the date when the Equipment reached the Customer. Information regarding warranties on Equipment from Adapt’s suppliers is only issued at the Customer's request.
3.5 FAULTS AND REMEDIES ETC.
3.5.1 Faults in the Equipment must be remedied by Adapt without unreasonable delay after a complaint has been submitted by the Customer.
3.5.2 All costs for the remedy are payable by Adapt. Besides that, Adapt has no obligation to compensate the Customer for any direct or indirect damage caused to the Customer as a result of the Fault.
3.5.3 Adapt is not liable for Faults due to
- use in breach of user documentation for the Equipment or the terms and conditions in the Agreement;
- use of the Equipment for a purpose other than the purpose for which it is intended.
- disruption of the electricity supply, internet disruptions or other external signal disruptions or similar.
- Computer programs.
3.5.4 Instead of remedying the fault, Adapt is entitled to re-deliver the Equipment at no cost to the Customer. The Customer must return the faulty Equipment at Adapt’s expense if Adapt so requests.
3.5.5 Except as expressly provided in the Agreement regarding remedy of faults, Adapt makes no warranties or representations of any kind, either express or implied, in accordance with law or otherwise, with regard to the Equipment, including its quality, freedom from faults, performance, usability or suitability for a particular purpose.
3.6 RETENTION OF OWNERSHIP
3.6.1 Adapt retains ownership of the Equipment until payment under the Agreement has been made in full. 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 paid in full.
4 RENTAL OF EQUIPMENT
4.1.1 Adapt may offer the Customer a Service in the form of rental of Equipment. What is stipulated in this section will apply if it has been agreed between the Parties that Adapt will rent Equipment to the Customer.
4.2 DELIVERY AND RECOVERY
4.2.1 The Equipment is collected by the Customer at the location specified in the Quotation. If no location for collection has been specified, the Equipment must be collected at the location subsequently specified by Adapt. Adapt may arrange transport to the Customer by agreement with the Customer, whereupon the transport cost is payable by the Customer and the Customer assumes the risk for the Equipment during the transport.
4.2.2 When collecting or receiving the Equipment, the Customer must carefully examine whether the correct Equipment and the correct quantity of Equipment, according to the delivery note, is present. Observations in this regard must be submitted to Adapt immediately. If no observation is submitted immediately, Adapt is entitled to charge the Customer for the cost for new acquisition of any Equipment that, according to the delivery note, should have been present on collection or transport.
4.2.3 The Equipment must be returned to the place where it was collected. Returns must be carried out during Adapt’s ordinary opening hours, unless otherwise provided in the Agreement. The Equipment must be considered as having been returned when Adapt has issued a return slip or has otherwise confirmed the return in writing. If Adapt has undertaken to arrange transport, by agreement, for the return of the Equipment, the transport cost is payable by the Customer and the risk for the Equipment must be assumed by the Customer during the transport.
4.3 RENTAL PERIOD
4.3.1 The rental period is stated in the Quotation. Otherwise, what is stated in sections 4.3.2–4.3.3 below applies.
4.3.2 In the case of rental for a fixed period, the Equipment must be returned at the moment stated in the Quotation. If the Customer wishes to extend the rental period, a new Quotation must be prepared before the date for return. A Customer who uses the Equipment for longer than is stated in the Quotation is obliged to pay rental in accordance with section 4.4 of these Terms and Conditions for each commenced rental day. In addition, the Customer is required to compensate Adapt for any direct and indirect damage that occurs as a result of failure to return the Equipment within the agreed period.
4.3.3 In the case of rental for an indeterminate period (rental charged on a continuous basis), the rental period is calculated from the date when the Equipment is delivered to the Customer or is made available for collection up to the date when the Equipment is returned. The Quotation must specify that the rental period is valid until further notice and that the agreement applies up to the date when the Equipment is returned.
4.4.1 The rental is stated in the Quotation. If the rental is not stated in the Quotation, the Adapt price list valid at any given time applies. Rental for part of a day is payable at the amount for a full day.
4.5 RIGHT OF OWNERSHIP OF THE EQUIPMENT
4.5.1 The Equipment is the property of Adapt throughout the rental period and nothing in these Terms and Conditions will mean or be interpreted as meaning that the Customer has acquired or will acquire any right of ownership to the Equipment or any other right to encumber the Equipment. Breach of this paragraph by the Customer will be considered to constitute material breach of contract.
4.6 THE CUSTOMER’S USE OF THE EQUIPMENT
4.6.1 The Customer is responsible for ensuring that the Equipment is only used by authorised personnel trained for that purpose.
4.6.2 The Customer may not, without Adapt’s approval in writing, allow any party other than the Customer to use the Equipment, rent the Equipment to another party or transfer the Agreement to another party. A Customer who, in breach of the Agreement, allows another party to use or otherwise dispose of the Equipment is unconditionally liable for all such use or disposal vis-a-vis Adapt and the other user and third parties. The Customer is also required to compensate Adapt for any financial or non-financial damage that may arise for Adapt due to use of the Equipment by a party other than the Customer.
4.6.3 If the Equipment is to be assembled on site, the Customer, under its own responsibility, may allow another party to use the Equipment in the way for which it is designed and in which it is 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 transferred outside Sweden without Adapt’s approval in writing.
4.7 CARE AND DUTY OF CARE, ETC.
4.7.1 The Customer is responsible, immediately on receipt of the Equipment and before it enters service, for carrying out a necessary inspection and for submitting any observations concerning its condition to Adapt.
4.7.2 The Customer may not change product labelling, identification or written instructions for use of the Equipment.
4.7.3 The Customer is required to take reasonable care of the Equipment and comply with regulations issued with regard to the care and conservation of the Equipment.
4.7.4 For supervision and care of the Equipment, the Customer must use personnel with the necessary skills for the task.
4.7.5 Upon return, the Equipment must be thoroughly cleaned and must be in the same condition as when it was delivered or handed over. A specific charge will be payable by the Customer if the Equipment has not been cleaned or if its condition has otherwise deteriorated during the rental period. A specific decontamination cost is charged for Equipment that may have been exposed to harmful substances such as asbestos dust.
4.8 REPAIRS ETC.
4.8.1 The Customer may not have the Equipment repaired or modified without Adapt’s approval in writing except in accordance with the duty of care and conservation set out in section 4.7 above. Replacement of worn and consumable parts when using the Equipment is carried out and paid for by the Customer after approval from Adapt.
4.8.2 Damage to 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 must be paid for by the Customer. Repairs of defects in the Equipment that existed at the moment when the Equipment was rented out are paid for by Adapt. Under no circumstances will Adapt be required to make a replacement available to the Customer during the repair period.
4.8.3 In the event of damage to the Equipment arising due to intentional acts, negligence or lack of supervision or care on the part of the Customer, the Customer will be charged according to Adapt’s price list in force at any given time.
4.9 ADAPT’S LIABILITY FOR FAULTS AND DAMAGE
4.9.1 Adapt, which is unable to monitor the Customer’s use of the Equipment and the circumstances in which the Equipment is used, is not liable for personal injury, property damage or material loss arising from the Customer’s use of the Equipment other than as required by imperative law. Adapt is also not liable for any direct or indirect damage (e.g. operational stoppages or loss of profits) sustained by the Customer as a result of a fault in the Equipment. If a fault that is not due to use of the Equipment by the Customer or a third party is found in the Equipment and that fault renders the Equipment unusable by the Customer, Adapt must remedy the fault within a reasonable period (through repair or by means of a reasonable replacement). Adapt is entitled to cancel the agreement if Adapt considers that the fault cannot be remedied within a reasonable period or at a reasonable cost to Adapt. As the sole consequence thereof, the Equipment must then be returned to Adapt and the Customer will be released from the obligation to pay rental from the date of such return.
4.10 THE CUSTOMER’S LIABILITY FOR FAULTS, DAMAGE AND THEFT
4.10.1 The Customer must notify Adapt without delay of any fault in or damage to or theft of the Equipment during the rental period. After any such notification, Adapt will inform the Customer of the action that the Customer must take. In the event of theft of the Equipment or damage to it, the Customer is responsible for providing Adapt with any information requested by Adapt to enable it to report the matter to the police and process the case with its insurance company.
4.10.2 All damage to the Equipment that did not exist at the moment when the Equipment was delivered or handed over must be compensated by the Customer. Damaged or lost Equipment for which no compensation is paid through Adapt’s ordinary insurance will be charged to the Customer at the new acquisition value.
4.11 DELAY IN DELIVERY ETC.
4.11.1 If Adapt fails to supply the Equipment in good working order at the agreed time, the Customer is entitled to terminate the Agreement or request a reduction in the rental corresponding to the fault or delay. However, Adapt is not required to compensate the Customer for other direct or indirect damage caused to the Customer or a third party as a result of the fault or delay.
4.11.2 No cancellation, damages or reduction in the rental may be claimed when Adapt offers to remedy faults in the Equipment or replace the Equipment with other acceptable Equipment and a remedy takes place within a reasonable period and at no cost to the Customer. Such a penalty may also not be claimed if the Customer fails to notify Adapt of a fault immediately after it noticed or should have noticed it (complaint).
4.12.1 The Customer is responsible for keeping the Equipment insured for a satisfactory amount throughout the rental period. Such insurance must also cover transportation of the Equipment during delivery and return, unless otherwise agreed.
4.13 TERMINATION, ETC.
4.13.1 Adapt is entitled 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, after being asked to do so by Adapt,
a) fails to provide security requested by Adapt for the Customer’s obligations under the Agreement or
b) if Adapt has reason to fear inability to pay on the part of the Customer or the Customer’s parent company (if any exists and if any parent company guarantee has been given as security as described above) or if the value of the security given decreases after the security has been given (and the Customer is unable to offer supplementary security acceptable to Adapt when asked to do so by Adapt);
iii. Adapt may indicate that there is a material risk of loss or significant damage to the Equipment unless satisfactory security is provided or the Customer shows that the risk of such loss or damage no longer exists;
iv. The Equipment is subjected to abnormal use, used in a negligent manner or is otherwise used by personnel without the necessary authorisation or training;
v. The Customer allows a party other than the Customer’s personnel to use the Equipment without Adapt’s consent in writing or;
vi. The Customer otherwise disregards a provision of the Agreement, compliance with which is not of merely minor importance to Adapt.
4.13.2 If Adapt terminates the Agreement with immediate effect pursuant to the above, the rental period and the Customer’s right to use the Equipment ceases. The Customer must then pay for immediate dismantling, cleaning and return of the Equipment to Adapt. The Customer’s obligation to pay rental for the Equipment ceases through such a return of the Equipment.
4.13.3 If the Equipment is not returned through the agency of the Customer, the Customer must compensate Adapt for the cost of dismantling, cleaning and collecting the Equipment. The Customer bears the risk for the Equipment until it is back with Adapt.
5 ASSIGNMENTS, COMPREHENSIVE SOLUTIONS AND REPAIR WORK
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 “Assignments”). The type and scope of Assignment is set out in the Quotation. The specific provisions set out in this section apply to Assignments.
Adapt can also provide the Customer with Services in the form of comprehensive solutions for the production of events, meetings and fairs. Comprehensive solutions include transportation of equipment, project management, technical and conceptual solutions, construction, design and installation work and staffing of Equipment, etc. (hereinafter referred to as “Comprehensive Solutions”).
Finally, Adapt may provide the Customer with Services in the form of repair and maintenance work on movable or immovable property (hereinafter specifically referred to as “Repair Work”).
Comprehensive Solutions, Assignments and Repair Work must not be equated with one another but are also referred to collectively and individually as “Work” in this section since the same provisions will apply to all of them.
5.2 WORK AND STAFFING ETC.
5.2.1 The Work is set out in the Quotation. Adapt must carry out the Work using employees who are suitable for that purpose in Adapt’s reasonable opinion. Adapt is entitled to freely replace employees engaged in the performance of the Work.
5.2.2 Adapt may engage a subcontractor for the performance of the Work without informing or obtaining consent from the Customer. Such a subcontractor must meet the requirements for competence and experience imposed on Adapt by the Customer. If Adapt engages a subcontractor, Adapt is liable for the subcontractor’s work as though as for its own and is liable for ensuring that the subcontractor complies with all provisions of the Agreement.
5.2.3 The Customer must provide Adapt with access to the premises, equipment and supporting documentation necessary to enable Adapt to carry out the Work in a manner that is cost-effective for Adapt. The Customer must also take any action required by Adapt such as reviewing documents or making decisions to enable Adapt to carry out the Work in a way that is cost-effective for Adapt.
5.3 CHANGES TO THE WORK
5.3.1 If the Customer wishes to change the scope of the Work, the Customer must submit a request to that effect in writing to Adapt. Adapt has no obligation to accept such a change, but will attempt to provide information in writing as to whether or not the change is accepted within a reasonable period. If Adapt fails to respond within a reasonable period, the change is not considered to have been accepted.
5.4 COMMERCIAL SIGNS
5.4.1 A Party shall not have any right to use the other Party's trade mark in its own marketing or to make any public statement in connection with the Agreement without 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 day when the Work must have been carried out/completed in accordance with the Quotation. The Quotation must state the agreed delivery date and time for any delivery checks.
5.5.2 In the case of an Assignment, Adapt must conduct an acceptance test. An acceptance test takes place when the installation or assembly has been completed and means that Adapt carries out tests to ensure that the Equipment works as it should. Please note that delivery of Equipment in the case of rental or purchase of Equipment takes place according to specific instructions in these Terms and Conditions. A passed delivery test therefore constitutes the time of completion of the Assignment rather than the time of delivery.
5.5.3 A delay on the part of Adapt occurs if the Work is completed after the agreed delivery date with the possible time extension as set out below.
5.5.4 Adapt must promptly notify the Customer if Adapt considers it likely or fears that a delay will occur. Adapt must, at the same time, notify the Customer of the reason for the delay and when the Work can be completed. If Adapt fails to issue such a notice, the Customer is entitled to receive compensation for any direct damage that could have been avoided had the notice been issued in time.
5.5.5 Adapt will be entitled to a reasonable extension of time in the event of a delay due to any circumstance affecting the Customer or circumstances such as a wish on the part of the Customer to change the Work or the occurrence of Force Majeure.
5.5.6 If the Customer causes a delay so that Adapt is unable to use resources allocated to the Work, Adapt is entitled to charge the Customer for the time allocated that cannot be used. However, this applies after Adapt has notified the Customer accordingly.
5.5.7 In order for Adapt to be entitled to receive compensation due to Adapt’s inability to use resources allocated to the Work, Adapt must file a claim no later than ten (10) days after the delay occurred. The right to compensation for delay caused by the Customer applies in addition to any compensation resulting from cancellation rules in accordance with the Quotation.
5.6 FAULTS IN THE WORK
5.6.1 A fault exists if the completed Work fails to fulfil what is stated in the Quotation.
5.6.2 Adapt is responsible for remedying faults in the Work that are documented during any delivery check or notified by the Customer. For Assignments and Repair Work, the Customer may not claim a fault if the Customer fails to issue Adapt with notice of the fault within three (3) months from completion of the Assignment or Repair Work. For Comprehensive Solutions, the Customer may not claim a fault in the Comprehensive Solution unless the Customer notifies Adapt of the fault during the period in which the Comprehensive Solution is carried out by Adapt in accordance with the Quotation. If the Customer failed to notice the fault and should not have noticed the fault during the period when the Comprehensive Solution was carried out or could not reasonably have notified Adapt of the fault for some other reason, the Customer must claim a fault no later than five (5) Working Days after the Comprehensive Solution was carried out. Adapt will not be liable for faults in the Comprehensive Solution under any circumstances whatsoever when five (5) Working Days have passed from the time when the Comprehensive Solution was completed.
5.6.3 Faults in the Work will be remedied free of charge and as promptly as circumstances require provided that Adapt previously received payment for the Work carried out incorrectly. In addition, Adapt has no obligation to compensate the Customer for any damage caused to the Customer due to the fault.
5.6.4 Adapt’s liability for faults in the Work does not include
i. faults caused by changes to the Work made by the Customer, or
ii. faults caused by Customer’s use of the Equipment, or other property which was subject to the Work, with equipment, accessories or system software other than that prescribed or provided by Adapt, or
iii. faults due to incorrect or incomplete information provided by the Customer that affected the Work, or
iv. faults due to Computer Programs, third parties (such as Microsoft Teams, Google, Amazon or Zoom), telecom operators, internet connections, electricity connections or similar.
5.6.5 Except as expressly provided in the Agreement on remedy of faults, Adapt makes no warranties or representations of any kind, either express or implied, in accordance with law or otherwise, with regard to the Work. What is specifically stipulated in these Terms and Conditions regarding warranties applies to Equipment purchased by the Customer. For materials purchased or otherwise included in the Repair Work, the warranties given by suppliers of such materials apply. Information on such warranties is only disclosed to the Customer on request.
6 CERTAIN STORAGE SERVICES
6.1.1 Adapt may provide the Service in the form of a unit for storing Equipment or other property designated by the Customer (“Storage Service”). The following provisions of this section apply in the event that Adapt and the Customer have agreed that Adapt will offer the Storage Service.
6.2 THE STORAGE UNIT
6.2.1 A storage unit is a storage location or other suitable storage space determined by Adapt. The storage unit may be located at Adapt or another company in the group or at the premises of another party with which Adapt has a contractual relationship. The Customer may only dispose of the Storage Unit in accordance with the Agreement. The Customer agrees that nothing in the Agreement gives the Customer any right of ownership or other legal right to the Storage Unit.
6.3 INSURANCE OBLIGATION
6.3.1 The Customer is responsible, throughout the period in which Equipment or other property designated by the Customer will be stored in the Storage Unit (hereinafter referred to as “Storage Property”), for keeping the Storage Property insured up to a level chosen by the Customer which is sufficient to cover the full value of the Storage Property.
6.3.2 Adapt shall maintain a customary theft and fire protection insurance on the premises where the Storage Property is stored. To the extent that damage occurs to Storage Property and such damage is covered by Adapt’s insurance in this regard, Adapt’s insurance shall be used in the first instance.
6.3.3 The Customer must always indemnify Adapt, or the group company or other party with which Adapt has a contractual relationship regarding the Storage Service, in connection with any claim for recovery from the Customer's insurance company.
6.4 STORAGE PROPERTY
6.4.1 The Customer is responsible for ensuring that all Storage Property can be safely stored in the Storage Unit. Storage Property may not consist of flammable materials or liquids, toxic or hazardous liquids, asbestos, firearms, ammunition or explosives, gas cylinders or other compressing gases, fireworks or other dangerous or inappropriate property.
6.4.2 For the avoidance of doubt, the Customer reserves all ownership rights to its Storage Property. The Customer is responsible for securing the right of separation in the event of bankruptcy through the necessary labelling of its Storage Property. Adapt can, for a special fee as agreed with the Customer, label, mark, stamp or otherwise distinguish the Storage Property or the Storage Unit.
6.5 PRICE AND TERM OF THE AGREEMENT
6.5.1 The price for the Storage Service is stated in the Quotation. If the price is not stated in the Quotation, the Adapt price list in force at any given time applies.
6.5.2 Unless otherwise agreed, the Storage Service applies until further notice subject to three (3) months’ notice.
6.6 LIABILITY AND DISCLAIMER
6.6.1 Adapt is responsible for loss of Storage Property or other direct damage due to the Storage Service if such damage is due to negligence on the part of Adapt. Adapt is not responsible under any circumstances for indirect damage such as loss of profit.
6.6.2 Adapt gives the Customer no warranties whatsoever regarding supervision of the Storage Unit or the Storage Property.
6.7 REMOVAL OF STORAGE PROPERTY
6.7.1 The Customer is responsible for removing the Storage Property on termination of the Agreement or at the moment otherwise agreed, unless otherwise stated in the Agreement. Upon removal, Adapt must keep the Storage Property available for removal beside an appropriate loading dock or, if so agreed, must transport the Storage Property to the Customer or give the Customer access to the Storage Unit for removal.
6.7.2 If the Customer has failed to remove the Storage Property within three (3) months from the date when it should have been removed under the Agreement and the Customer has been asked to remove the Storage Property, Adapt shall have the right to remove the Storage Property at the Customer’s expense.
6.8 ACCESS TO THE STORAGE UNIT AND PROHIBITION ON 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 has no exclusive access to the Storage Unit. Adapt, or another party designated by Adapt, is entitled to access the Storage Unit at all times and reload Storage Property or move it temporarily to another location or move it to another Storage Unit. Adapt must carry out such moves with due care, though the moves always take place at the Customer's risk.
6.8.3 The Customer may not sublet the Storage Unit or share the Storage Unit with others, unless such has been agreed.
7 JOINT PROVISIONS
7.1.1 The following provisions of this section apply to all Adapt Services.
7.2 PAYMENT TERMS
7.2.1 The following applies to payment for Adapt’s Services, unless otherwise stated in the Quotation:
i. Payment must be made monthly against invoice.
ii. Payment must be made within 30 days from the invoice date. Interest on overdue payment in accordance with the law is payable in the event of delayed payment. Adapt reserves the right to charge the Customer a fee for payment reminders in accordance with the law.
7.3 SECURITY FOR CLAIMS
7.3.1 Adapt is entitled, if the Customer proves not to be paying for the Service or if Adapt fears that the Customer may become insolvent or if the Customer’s financial circumstances otherwise indicate that Adapt has good reason to fear that the Customer will not fulfil the Agreement, to prevent Storage Property or other property belonging to the Customer that is temporarily in Adapt’s possession from being handed over to the Customer. In such cases, Adapt must immediately notify the Customer. If the Customer makes payment or otherwise gives acceptable security for payment, Adapt must allow the Storage Property to handed over to the Customer.
7.4 COMPUTER PROGRAMS
7.4.1 If the Customer has ordered a Service from Adapt that contains a Computer Program, the Customer is responsible for using the Computer Programin accordance with the conditions stipulated by the owner of the Computer Program and with which the Customer may enter into a separate agreement. In such cases, the entry into such an agreement with a third party is a prerequisite for the Customer to be able to use the Computer Program in question. Adapt has no claim to right of ownership or intellectual property rights to the Computer Programs. Adapt is in no way liable for faults or defects in a Computer Program. Other conditions regarding sub-licensing are set out in the Quotation.
7.5.1 If so agreed between the Parties, Adapt may enable the Customer to use the Application as part of the relevant Service. Adapt thus grants the Customer a cancellable, non-exclusive, non-commercial license, that cannot be sub-licensed or transferred, to use the software provided in the form of the Application. The sole purpose of the license is to enable the Customer to use the Application in the form in which it is provided by Adapt in accordance with these Terms and Conditions. It is strictly forbidden to sell, distribute, copy, modify or rent any part of the Application or its software. It is also strictly forbidden to attempt to extract source code or decompile source code for the software.
7.5.2 Adapt and its licensors own and retain all intellectual property rights to the Application and its contents. The Customer is not granted any intellectual property rights beyond what is set out 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 specified in the Agreement, Adapt is not liable for any direct or indirect damages that are directly or indirectly caused by:
i. Faults, interruptions or disruption in the Customer’s mobile phone or in the Customer’s internet connection when using the Application.
ii. Faults, interruptions or disruption in the Application or due to updates or maintenance of it.
iii. Third parties
iv. Other users of the Application.
v. Infringement of a third party’s intellectual property rights.
vi. Other damage, disruptions, faults, interruptions or intrusions caused by the actions of third parties (including hacking of the Application, spreading of viruses via the Application or unauthorised access to data stored in the Application).
vii. The actions of third parties or the Customer when using the Application.
viii. Breach of the law.
ix. Loss of data.
x. Other damage occurring in connection with the use of the Application.
xi. Adapt, its employees, consultants, agents or representatives will under no circumstances be liable vis-a-vis the Customer as a user or vis-a-vis a third party for indirect damages.
7.6.1 If the Parties have agreed on support for Equipment or in general, the provisions specifically agreed in support agreements or similar apply.
7.6.2 Unless otherwise agreed in a support agreement or similar, support will only take place on Working Days. A specific agreement is required for provision of support outside of Adapt’s ordinary working hours.
7.6.3 Support can only be provided for Equipment, Assignments, Comprehensive Solutions or other systems owned by the Customer if such has been specifically agreed.
7.7 RULES FOR CANCELLATION
7.7.1 The cancellation rules stipulated in the Quotation apply to cancellation of a Service in accordance with the Quotation.
7.8 LIABILITY AND LIMITATIONS OF LIABILITY
7.8.1 Unless otherwise specifically stated in the Agreement, the Party will be liable in case of negligence for direct damages resulting from the breach of contract by the Party. Adapt will not be liable in any circumstances for indirect damages such as loss of profit.
7.8.2 If the Service is split into partial deliveries or instalments, Adapt shall only be liable for damage directly related to such partial delivery or instalment and never more than the Sub-Sum. Adapt's aggregate liability for damages shall not under any circumstances exceed the Contract Sum.
7.9 FORCE MAJEURE
7.9.1 The Party shall be exempt from any penalty for failure to perform any obligation under the Agreement if the failure is due to a circumstance beyond the control of the Party which prevents the performance thereof. As soon as the impediment ceases, the obligation shall be performed as agreed.
7.9.2 Force Majeure shall be deemed to be a pandemic or national epidemic of disease, war, act of war, terrorist attack, governmental action, new or changed legislation, labour dispute or other circumstances beyond the control of the Party.
7.9.3 In order to obtain relief under the preceding paragraph, a Party shall promptly notify the other Party in writing.
7.9.4 Notwithstanding the foregoing provisions on relief from penalties, the Party may, in the circumstances specified, terminate the Agreement 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 maintain confidentiality for the duration of the Agreement and for a period of 10 years thereafter and not to disclose to third parties any Confidential Information which the Party receives from the other Party in connection with the Agreement. The provisions set out in this paragraph shall apply unless the Parties have signed a separate confidentiality agreement containing a more far-reaching confidentiality commitment between the Parties.
7.10.2 "Confidential Information" in these Conditions means any information relating to the subject matter of the Agreement and any other information - technical, commercial or otherwise - whether or not documented in writing, with the exception of
a) information which is generally known or becomes generally known other than through a breach by the Party of the contents of the Agreement,
b) information, which the Party can show that it already knew 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 any obligation of confidentiality in relation to that third Party; and
d) information that the Party is required to disclose by law, regulation, court order or stock exchange rules or equivalent.
However, in cases referred to under c) above, the Party is not entitled to disclose to outsiders that the same information was also received from the other Party under the Agreement.
7.10.3 It is incumbent on the Party to ensure that employees and hired consultants/subcontractors who are likely to come into contact with Confidential Information are bound to keep this information confidential to the same extent as the Party under the Agreement.
7.10.4 The Party undertakes to comply with reasonable data security rules notified by the other Party.
7.12 ASSIGNMENT OF THE CONTRACT
7.12.1 The Customer may not assign or pledge, in whole or in part, its rights and/or obligations under the Agreement without Adapt's written consent. Adapt may, however, assign or pledge, in whole or in part, its rights and/or obligations under the Agreement without the Customer's consent.
7.13.1 Complaints and other notices concerning the application of the Agreement shall be sent by courier, registered letter or e-mail to the addresses of the Parties specified in the Offer or as subsequently amended.
The message 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 postal service; and
c) if sent by e-mail; on dispatch, if receipt has been duly confirmed.
Change of address shall be notified to the Party in the manner provided for in this provision.
7.14.1 The division of these Terms into different sections and the assignment of headings shall not affect the interpretation of the Terms.
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 changes to these Terms, Adapt shall provide written notice to the Customer together with the modified version of these Terms. If the Customer does not object to the changes within 15 Working Days, the Customer shall be deemed to have accepted the changes. If the Customer objects to the changes within the stipulated time, Adapt shall be entitled to terminate the Agreement with immediate effect, whereby all services shall be cancelled. 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 direct or indirect, resulting from the termination.
7.16.1 The failure of a Party to exercise any right under these Terms or the failure to allege any matter relating to the Agreement shall not constitute a waiver of such right by the Party.
7.16.2 Should the Party wish to waive the exercise of a particular right or to allege a particular circumstance, such waiver shall be in writing in each individual case.
7.17 COMPLETE REGULATION
7.17.1 All written or oral commitments and promises regarding the Service that preceded the Agreement are replaced by the content of the Agreement.
7.18 INVALIDITY OF THE PROVISION
7.18.1 If any provision of the Agreement or part thereof is found to be invalid, this shall not mean that the Agreement as a whole is invalid but, to the extent that the invalidity materially affects the rights or obligations of the Party under the Agreement, reasonable settlement of the Agreement shall be made.
7.19 APPLICABLE LAW AND DISPUTES
7.19.1 The Agreement shall be governed by Swedish law.
7.19.2 Disputes arising from the Agreement shall be settled by the courts of general jurisdiction.