Policies

At Adapt, we are committed to being a reliable, responsible, and professional partner for our clients, employees, and collaborators. Our policies and guidelines delineate the values, methodologies, and requirements that govern our operations – encompassing ethics, sustainability, working environment, and business relationships.

The texts on this page are concise summaries of the governing documents that constitute Adapt's management system. The complete policy documents are available upon request.

When we refer to Adapt, we mean all companies and business units within the group, as well as all our employees, regardless of their role. As part of our commitment to responsibility, we also provide a whistleblower function, enabling the secure and anonymous reporting of irregularities.

Adapt shall always strive to be and be perceived as a responsible corporate citizen
and a role model within our industry. This entails upholding fundamental
democratic principles, the equal worth of all individuals, and an equitable society enriched
by cultural and ethnic diversity.

We acknowledge and intend for this foundational ethical stance to characterize our company and
our internal and external relationships. We assume responsibility for maintaining a consistently
high standard in these matters, a responsibility that extends to the entire corporate group and
all employees.

Adapt's Ethical Guidelines

Beyond the aforementioned ethical responsibility, Adapt does not apply any specific
inclusive or exclusive stance regarding, for instance, which clients we engage with
or which assignments we undertake. Instead, such decisions are evaluated on a case-by-case basis, with
the overarching ethical stance mentioned above serving as the guiding principle.

Employee Rights

Every individual employee reserves the right to decline work with a client or on an
assignment based on personal ethical principles. However, this right is contingent upon
the employee having communicated such positions to the employer in
advance.

Other Provisions

All employees, including management, are obligated to promptly report any suspected breach of or deviation from the company's ethical guidelines. Such reports should be made by contacting the company's safety representative, their immediate supervisor, or another appropriate individual. Under no circumstances shall any individual be penalized or sanctioned for making such a report.

Adapt operates on the principle of equal worth for all. We are committed to leveraging employee competencies and promoting an equitable distribution of power and influence, irrespective of gender, ethnic origin, disability, religion or other belief, sexual orientation, transgender identity or expression, or age.

Our culture shall be characterized by an open climate where everyone is treated equally, possessing the same rights, obligations, and opportunities. Anti-discrimination efforts must be active at all levels, integrated into areas such as recruitment and work environment initiatives, and regularly monitored. Responsibility for monitoring and quality assurance rests with each respective company manager and is overseen by the board of directors. 

Adapt safeguards the quality of the ideas, products, solutions, deliveries, and services we offer. A consistently high level of quality is a fundamental component of the value we provide to our clients. Our quality assurance efforts are based on two perspectives:

• Internal Quality: quality is established through clear processes, standardized routines, appropriate expertise, and a management system that drives continuous improvement and development.
• External Quality: in client projects, we are committed to delivering according to agreed-upon requirements and creating significant value in every delivery.

Quality assurance efforts shall be process-based and monitored through planning, measurement, continuous improvement initiatives, and regular evaluation by teams and management. These efforts shall align with ISO 9001 standards. Management sets objectives and implements measures, and all employees contribute by reporting, improving, and developing our operational methods.

Adapt shall strive for alternatives with low environmental and climate impact in its operations. We aim to contribute to a more sustainable global environment and strengthen our position by demanding environmental consideration in our decisions, projects, and collaborations with clients, suppliers, and partners.

Environmental consideration shall be an active part of daily operations. Whenever a more environmentally sound alternative is available, we shall select it. We endeavor to reduce our impact through resource-efficient procurement, optimized transportation, and by proposing choices in projects that mitigate climate impact. Environmental objectives shall be continuously measured and monitored. Management is responsible for governance and oversight, and every employee is expected to act in an environmentally conscious manner in their work.

Adapt's information is a business-critical asset and a matter of trust with clients, partners, and employees. We safeguard information within our processes and systems to ensure compliance with legal requirements, agreed-upon client demands, and internal principles.

Our information security efforts are risk-based and aim to provide:

• Appropriate Access: only authorized personnel shall have access to information.
• Adequate Protection: information shall be protected against loss, manipulation, and unauthorized dissemination.
• Ensured Availability: we shall prevent interruptions and be able to restore data in the event of incidents.

We operate with clear procedures for handling, storage, sharing, archiving, and purging of information. Access control, backup procedures, updates, and incident management are central components, as is ensuring all employees are aware of and adhere to current working methods. For client assignments, we shall, to the extent reasonable, operate within the client's systems and comply with their security requirements.

In Adapt's operations, all employees are expected to act responsibly and ethically. This policy provides guidance on our conduct in business ethical matters, including:

• Anti-Corruption: we do not tolerate corruption. Gifts and hospitality shall be characterized by transparency and moderation.
• Competition: we adhere to competition regulations and act respectfully and correctly in interactions with competitors.
• Marketing: we communicate accurately and truthfully and comply with regulations, including GDPR.
• Conflicts of Interest: private interests must not influence decisions. Risks must be escalated to management and, if necessary, to the board of directors.
• Information and Personal Data: business-critical and sensitive information is handled with discretion and treated as confidential. Personal data is processed in accordance with applicable legislation.
• Tax and Anti-Money Laundering: We comply with laws and act on warning signs with the precautionary principle.

Responsibility for compliance and follow-up rests with each company manager and is monitored by the board of directors.

In addition to the policies above, Adapt has a governing principles document for ethics and responsibility. It outlines our overarching stance as a societal actor and provides guiding principles for internal and external relations. 

If you suspect irregularities or conduct that violates our policies, you should be able to report it securely. Adapt therefore has a whistleblowing recommendation that enables anonymous and risk-free reporting. This applies to all companies and business units within Adapt, as well as all employees, regardless of role. We handle incoming cases seriously and with respect for both integrity and objectivity.

These General Terms and Conditions (“the Terms”) apply to all services provided by Adapt , Adapt AB, Adapt AB, Adapt Management AB, and Adapt & Expo AB. Each Quote includes these Terms and any attachments, unless the Parties have agreed otherwise in writing.

A Party’s standard reference to a standard form contract or similar document shall not, either on its own or in conjunction with the other Party’s actions or inaction, be deemed to constitute an agreement by the Parties to deviate from the provisions of these Terms and Conditions.

Content

• 1 Background and Agreement
• 2 Definitions
• 3 Purchase of equipment
• 4 Equipment Rental
• 5 Projects, Comprehensive Solutions, and Repair Work
• 6 Certain storage services
• 7 Common Provisions

These Terms and Conditions are applied by Adapt , 559177-8153, and individually by the group companies Adapt AB, 556713-4597, Adapt AB, 556994-7046, Adapt Management AB, 559309-3098, and Adapt & Expo AB, 556996-5576, for all of their Services. The Group company with which the Customer enters into an agreement is specified in the Quote. The group company with which the Customer enters into an agreement is referred to in these Terms and Conditions asAdapt”.

These terms and conditions apply to the Customer upon the Customer’s acceptance of the Quote.

Adapt the Customer are referred to individually as a “Party” and collectively as the “Parties,” as applicable.

1 Background and Agreement

1.1 Adapt a wide range of solutions for the production of events, meetings, and exhibitions, for both temporary and permanent venues. The scope of services is outlined in the Proposal.

1.2 The scope and terms of the Service are set forth in the Proposal and these Terms and Conditions, together with any accompanying appendices. If the Proposal and these Terms and Conditions contain conflicting information, the Proposal shall take precedence over these Terms and Conditions and any other appendices, unless the circumstances clearly indicate otherwise.

Definitions

2.1 Unless the context or circumstances clearly indicate otherwise, the following terms and concepts shall have the meanings set forth below:

• “Application” refers to any web application that Adapt provide to the Customer as part of another Service.
• “The Agreement” refers to the Proposal and these Terms and Conditions, together with any attachments (which form an integral part of the Agreement).
• “Term of the Agreement” refers to the duration of the Agreement from its effective date until it expires or is terminated.
• “Business day” refers to Monday through Friday (8:00 a.m.–5:00 p.m.) that is not a public holiday or a day treated as a public holiday in Sweden (such as Midsummer’s Eve, Christmas Eve, and New Year’s Eve).
• “Computer Software” refers to the computer software owned by a third party that is subject to sublicensing under the Agreement, including any additional features or modules, and that is specified in the Proposal. Computer Software may be included in the Service.
• “Storage unit” refers to the space defined in Section 7.2.1 of these Terms and Conditions.
• “Contract Amount” refers to the total amount that the Customer is to pay Adapt connection with a Service. If the Service is divided into partial deliveries as specified in the Quote, the amount pertaining to a portion of the Contract Amount shall be referred to as the “Partial Amount.”
• “Customer” means the natural or legal person specified in the Quote with whom Adapt an agreement regarding the Service.
• “The Quote” refers to the quote sent to the Customer and accepted by the Customer.
• “Equipment” refers to hardware and/or software that Adapt is to provide to the Customer Adapt the Quote.
• “Service” refers to all services that Adapt to perform for the Customer in accordance with the Quote, such as the rental, purchase, and installation of Equipment.

3 Purchase of equipment

3.1 General

3.1.1 Adapt offer the Customer the opportunity to purchase Equipment. If the Parties have agreed that the Customer shall purchase Equipment from Adapt the provisions of this section shall apply.

3.2 Price, Equipment, etc.

3.2.1 The price of the Equipment is specified in the Quote. The quantity and other details regarding the Equipment are specified in the Quote.

3.3 Delivery

3.3.1 Unless otherwise specified in the Quote, delivery to the Customer shall be Ex-Works (from Adapt’s warehouse). Unless otherwise specified in the Quote, delivery shall take place within a reasonable time following acceptance of the Quote. The Customer shall bear all transportation costs, unless otherwise provided in the Agreement.

3.3.2 If Adapt responsible for installing the Equipment at the Customer’s premises, delivery shall be made on a DAP basis (Incoterms 2020), unless otherwise specified in the Quote. Transportation costs shall be added unless otherwise provided in the Agreement. The Equipment shall therefore be deemed delivered at the time it arrives at the agreed location, even if installation is performed at a later date by Adapt.

3.4 Nature of the Equipment, Duty to Inspect, Complaints, and Statute of Limitations

3.4.1 The Equipment is defective if it deviates from the specifications set forth in the Proposal or any other product description provided to the Customer by Adapt. The Equipment is not defective if it deviates from the Customer’s expectations in any other respect.

3.4.2 The Customer shall inspect the Equipment upon delivery. Any obvious damage to the Equipment must be reported immediately. If a complaint is not made immediately, the Customer shall not be entitled to claim for the defect. If Equipment that, according to the delivery note or Quotation, was not included in the shipment is missing, the Customer shall immediately inform Adapt . If the Customer does not provide Adapt such Adapt immediately, the Customer shall reimburse Adapt for Adapt of replacing such Equipment.

3.4.3 Unless otherwise agreed—for example, regarding a warranty or the extended warranty offered by Adapt’s Equipment supplier—the Customer may not claim that the Equipment is defective unless it notifies Adapt of the defect within 14 Business Days of the Equipment’s arrival at the Customer’s premises. Information regarding warranties from Adapt’s suppliers concerning the Equipment is provided only upon the Customer’s request.

3.5 Defects, Remedies, etc.

3.5.1 Any defects in the Equipment shall be remedied by Adapt undue delay following a complaint from the Customer.

3.5.2 All costs associated with the remedy shall be borne by Adapt. Furthermore, Adapt no obligation to compensate the Customer for any direct or indirect damages incurred by the Customer as a result of the Defect.

3.5.3 Adapt not Adapt for Defects caused by

• use that violates the user documentation for the Equipment or the terms of the Agreement;
• use of the Equipment for any purpose other than that for which it is intended.
• disruptions in the supply of electricity, internet outages, other external signal disruptions, or similar issues.
• Computer program.

3.5.4 Adapt the right, instead of providing a remedy, to reship the Equipment at no cost to the Customer. Upon Adapt request, the Customer shall return the defective Equipment at Adapt’s expense.

3.5.5 Except as expressly set forth in the Defect Remediation Agreement, Adapt makes Adapt warranties or representations of any kind, whether express or implied, by law or otherwise, with respect to the Equipment, including as to quality, freedom from defects, performance, merchantability, or fitness for a particular purpose.

3.6 Reservation of the right to reclaim

3.6.1 Adapt title to the Equipment until full payment has been made in accordance with the Agreement. The Customer agrees 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 provide the Customer with Services in the form of Equipment rental. If the Parties have agreed that Adapt rent Equipment to the Customer, the provisions of this section shall apply.

4.2 Delivery and Return

4.2.1 The Customer shall pick up the Equipment at the location specified in the Quote. If no pickup location has been specified, the Equipment shall be picked up at the location Adapt specified by Adapt . Upon agreement with the Customer, Adapt arrange for transportation to the Customer, in which case the Customer shall bear the transportation costs and assume the risk for the Equipment during transportation.

4.2.2 Upon pickup or receipt, the Customer shall carefully verify that the correct Equipment and the correct quantity of Equipment, as specified on the delivery note, have been provided. Any complaints in this regard must be reported to Adapt immediately. If a complaint is not made immediately, Adapt reserves Adapt to charge the Customer the cost of replacing any Equipment that, according to the delivery note, should have been included at the time of pickup or delivery.

4.2.3 The Equipment must be returned to the location where it was picked up. The return must take place during Adapt’s regular business hours, unless otherwise specified in the Agreement. The Equipment shall be deemed returned once Adapt a return receipt or otherwise confirmed the return in writing. If Adapt has agreed to arrange transportation for the return of the Equipment, the transportation cost and the risk for the Equipment shall be borne by the Customer during transportation.

4.3 Lease Term

4.3.1 The lease term is specified in the Proposal. In all other respects, the provisions of sections 4.3.2–4.3.3 below apply.

4.3.2 In the case of a fixed-term rental, the Equipment must be returned by the date specified in the Quote. If the Customer wishes to extend the rental period, a new Quote must be prepared prior to the return date. A Customer who uses the Equipment for a longer period than specified in the Quote is obligated to pay rent in accordance with Section 4.4 of these Terms and Conditions for each rental day commenced. In addition, the Customer is obligated to compensate Adapt any direct and indirect damages arising from the Equipment not being returned within the agreed time.

4.3.3 In the case of a lease for an indefinite period (ongoing rental billing), the rental period runs from the date on which the Equipment is delivered to the Customer or made available for pickup through the date on which the Equipment is returned. The Quote shall state that the rental period is indefinite and that the agreement remains in effect until the day the Equipment is returned.

4.4 Rent

4.4.1 The rental fee is specified in the Quote. To the extent that the rental fee is not specified in the Quote, Adapt’s current price list shall apply. For partial-day rentals, the full-day rental fee applies.

4.5 Ownership of the Equipment

4.5.1 The Equipment shall remain the property of Adapt throughout the entire rental period, and nothing in these Terms shall be construed as implying that the Customer has acquired or will acquire any ownership interest in the Equipment, or any other right to encumber the Equipment. Any breach of this provision by the Customer shall be deemed a 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 used only by authorized personnel who have been trained for this purpose.

4.6.2 The Customer may not, without Adapt’s written consent, allow anyone other than the Customer to use the Equipment, rent the Equipment to another party, or assign the Agreement to another party. A Customer who, in violation of the Agreement, allows another party to use or otherwise dispose of the Equipment is unconditionally liable for all such use or disposal, in relation to both Adapt the other user as well as third parties. The Customer is also obligated to compensate Adapt any financial or non-financial loss incurred by Adapt the Equipment being used by anyone 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.

4.6.4 The Customer is required to keep Adapt of where the Equipment is stored or used. The Equipment may not be taken outside of Sweden without Adapt’s written approval.

4.7 Duty of care and support, etc.

4.7.1 The Customer is required to inspect the Equipment immediately upon receipt, and before putting it into use, and to notify Adapt of any issues regarding its condition.

4.7.2 The Customer may not alter the product labeling, identification, or written user instructions pertaining to the Equipment.

4.7.3 The Customer is obligated to exercise reasonable care with respect to the Equipment and to comply with any instructions issued regarding the maintenance and care of the Equipment.

4.7.4 The Customer shall use personnel with the necessary qualifications for the supervision and maintenance of the Equipment.

4.7.5 Upon return, the Equipment must be thoroughly 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 a separate fee for this. For Equipment that may have been exposed to harmful substances, such as asbestos dust, a separate decontamination fee will be charged.

4.8 Repairs, etc.

4.8.1 Except as provided for in Section 4.7 above regarding the duty of care and maintenance, the Customer may not have the Equipment repaired or modified without Adapt’s written approval. The replacement of wear and tear parts and consumables arising from the use of the Equipment, following approval by Adapt, shall be performed and paid for by the Customer.

4.8.2 Damage to and defects in the Equipment that arise 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 borne by the Customer. Repairs of defects in the Equipment that existed at the time of rental shall be borne by Adapt. Adapt under no circumstances obligated to provide replacement equipment to the Customer during the repair period.

4.8.3 In the event of damage to the Equipment caused by the Customer’s willful misconduct, negligence, or failure to exercise due care and supervision, the Customer will be charged in accordance with Adapt’s current price list.

4.9 Adapt’s Liability for Defects and Damages

4.9.1 Adapt, which is unable to monitor the Customer’s use of the Equipment or the circumstances under which the Equipment is used, shall not be liable for any personal injury, property damage, or financial loss that may arise from the Customer’s use of the Equipment, except as required by mandatory law. Adapt also not Adapt for direct or indirect damages (e.g., operational downtime or loss of profits) incurred by the Customer as a result of defects in the Equipment. If a defect is found in the Equipment that is not attributable to the Customer or a third party’s use of the Equipment, rendering it unusable for the Customer, Adapt shall Adapt the defect within a reasonable time (through repair or by providing a reasonable replacement). If Adapt determines Adapt the defect cannot be remedied within a reasonable time or at a reasonable cost to Adapt, Adapt has Adapt to terminate the agreement. As the sole consequence thereof, the Equipment shall then be returned to Adapt the Customer shall be released from the obligation to pay rent as of the date of such return.

4.10 Customer Liability for Defects, Damage, and Theft

4.10.1 The Customer shall notify Adapt without delay Adapt any defect or damage to, or theft of, the Equipment during the rental period. Upon receiving such notification, Adapt inform the Customer of the steps the Customer must take. In the event of theft of the Equipment or damage thereto, the Customer is responsible for providing Adapt information Adapt in order to file a police report and handle the matter with its insurance company.

4.10.2 The Customer shall be liable for all damage to the Equipment that did not exist at the time of delivery or handover. Damaged or lost Equipment that is not covered by Adapt’s standard insurance policy will be charged to the Customer at replacement cost.

4.11 Delays in delivery, etc.

4.11.1 If Adapt provide the Equipment in good working order by the agreed time, the Customer is entitled to terminate the Agreement or request a reduction in the rent commensurate with the defect or delay. However, Adapt not obligated to compensate the Customer for any other direct or indirect damage incurred by the Customer or a third party as a result of the defect or delay.

4.11.2 Termination, claims for damages, or a reduction in rent may not be asserted if Adapt to remedy defects in the Equipment or replace the Equipment with other acceptable Equipment, and such remedy is provided within a reasonable time and at no cost to the Customer. Nor may such remedies be invoked unless the Customer notifies Adapt the defect immediately after noticing or should have noticed it (complaint).

4.12 Insurance

4.12.1 The Customer is responsible for maintaining adequate insurance coverage for the Equipment throughout the rental period. Such insurance shall also cover the transportation of the Equipment upon delivery and return, unless otherwise agreed.

4.13 Termination, etc.

4.13.1 Adapt the right to terminate the Agreement with immediate effect and demand 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, upon request from Adapt,
  • (a) fails to provide such security for the Customer’s obligations under the Agreement as Adapt , or
  • (b) if Adapt reason to fear an inability to pay on the part of the Customer or the Customer’s parent company (if any, and if a parent company guarantee has been provided as security as described above), or if the value of the security provided decreases after such security has been provided (and the Customer Adapt unable, upon Adapt request, Adapt provide additional security acceptable to Adapt);
• iii. Adapt demonstrate a substantial 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 carelessly, or is otherwise operated by personnel without the necessary authorization or training;
• v. The Customer, without Adapt’s written consent, allows anyone other than the Customer’s personnel to use the Equipment; or
• vi. The Customer otherwise breaches a provision of the Agreement, the non-compliance with which is not of merely minor significance to Adapt.

4.13.2 If Adapt terminates Adapt with immediate effect as described above, the rental period and the Customer’s right to use the Equipment shall cease. The Customer shall then bear the cost of the immediate dismantling, cleaning, and return of the Equipment to Adapt. The Customer’s obligation to pay rent for the Equipment shall cease upon such return of the Equipment.

4.13.3 If the Customer fails to return the Equipment, the Customer shall reimburse Adapt the costs of dismantling, cleaning, and collecting the Equipment. The Customer bears the risk for the Equipment until it is returned to Adapt.

5 Projects, Comprehensive Solutions, and Repair Work

5.1 General

5.1.1 Adapt 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 specific type and scope of the Assignment are set forth in the Quote. The provisions of this section apply specifically to Assignments.

Adapt also provide the Customer with services in the form of comprehensive solutions for the production of events, meetings, and trade shows. Comprehensive solutions include transportation of Equipment, project management, technical and conceptual solutions, construction, civil engineering, and installation work, and staffing of Equipment, etc. (hereinafter referred to as “Comprehensive Solutions”).

Finally, Adapt may Adapt the Customer with Services in the form of repair and maintenance work on movable or immovable property (hereinafter referred to as “Repair Work”).

Comprehensive solutions, assignments, and repair work should not be equated with one another, but are referred to in this section collectively and individually as “Work,” since the same provisions apply to all of them.

5.2 Work, staffing, etc.

5.2.1 The Work is specified in the Proposal. Adapt perform the Work using personnel whom Adapt reasonably deems suitable for the purpose. Adapt the right to freely replace personnel involved in the performance of the Work.

5.2.2 Adapt , without notifying or obtaining consent from the Customer, engage a subcontractor to perform the Work. Such subcontractor must meet the requirements regarding competence and experience that the Customer has imposed on Adapt. If Adapt a subcontractor, Adapt shall be responsible Adapt the subcontractor’s work as if it were its own and shall ensure that the subcontractor complies with all provisions of the Agreement.

5.2.3 The Customer shall provide Adapt to the premises, equipment, and documentation necessary for Adapt perform the Work in a manner Adapt Adapt for Adapt . The Customer shall also take any measures requested by Adapt, such as reviewing documents or making decisions, to enable Adapt perform the Work in a manner that Adapt 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 such a request in writing to Adapt. Adapt no obligation to accept such a change, but shall endeavor to provide written notice within a reasonable time as to whether the change is accepted or not. If Adapt respond within a reasonable time, the change shall be deemed not accepted.

5.4 Nutritional Characteristics

5.4.1 Neither Party shall have the right to use the other Party’s trade marks in its own marketing or to make any public statement regarding the Agreement without first obtaining the other Party’s specific written consent.

5.5 Agreed Delivery Date and Delays, etc.

5.5.1 The agreed delivery date is the date by which the Work is to have been performed/completed in accordance with the Proposal. The Proposal shall specify the agreed delivery date and the time for any delivery inspection.

5.5.2 For Projects, Adapt perform an acceptance test. The acceptance test takes place upon completion of installation or assembly and involves Adapt that the Equipment functions properly. Please note that the delivery of Equipment in connection with the rental or purchase of the Equipment is subject to specific provisions set forth in these Terms and Conditions. A passed delivery test therefore does not constitute the time of delivery, but rather the time of completion of the Assignment.

5.5.3 A delay on the part of Adapt occurs if the Work is completed after the agreed delivery date, including any extension of time as provided below.

5.5.4 If Adapt it likely or fears that a delay will occur, Adapt shall notify the Customer of this Adapt . At the same time, Adapt inform the Customer of the reason for the delay and when the Work is expected to be completed. If Adapt fails Adapt provide such notice, the Customer is entitled to compensation for the direct loss that could have been avoided had the notice been provided in a timely manner.

5.5.5 In the event of a delay caused by circumstances attributable to the Customer, such as the Customer requesting changes to the Work, or the occurrence of a force majeure event, Adapt shall Adapt entitled to a reasonable extension of time.

5.5.6 If the Customer causes a delay that Adapt utilizing the resources allocated for the Work, Adapt shall be Adapt to charge the Customer for the allocated time that cannot be utilized. However, this shall apply only after Adapt notified the Customer thereof.

5.5.7 In order for Adapt be entitled to compensation due to Adapt utilize the resources allocated for the Work, Adapt must Adapt a claim no later than ten (10) days after the delay has occurred. The right to compensation for delays caused by the Customer applies in addition to any compensation under the cancellation policy set forth in the Proposal.

5.6 Defects in the Work

5.6.1 A defect exists if the completed Work does not meet the specifications set forth in the Proposal.

5.6.2 It is Adapt’s responsibility to remedy any defects in the Work that are documented during any delivery inspection or reported by the Customer. For Assignments and Repair Work, the Customer may not claim defects unless the Customer Adapt within three (3) months from the date the Assignment or Repair Work was completed. For Turnkey Solutions, the Customer may not claim defects in the Turnkey Solution unless the Customer notifies Adapt during the period when the Turnkey Solution is being performed by Adapt the Quote. If the Customer did not notice the defect and the Customer also should not have noticed the defect during the time the Turnkey Solution was being performed, or for any other reason could not reasonably notify Adapt the defect, the Customer must claim the defect no later than five (5) Business Days after the Turnkey Solution was completed. Once five (5) Business Days have passed from the time the Comprehensive Solution was completed, Adapt shall under Adapt circumstances be liable for defects in the Comprehensive Solution.

5.6.3 Defects in the Work shall be remedied at no cost, provided that Adapt has Adapt received payment for the defective Work, and with the promptness required by the circumstances. Adapt 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 Work does not include

• i. defects caused by the Customer’s modifications to the Work, or
• ii. defects caused by the Customer’s use of the Equipment, or other property that has been the subject of the Work, with equipment, accessories, or system software other than that specified or provided by Adapt, or
• iii. defects resulting from the Customer providing incorrect or incomplete information that has affected the Work, or
• iv. errors caused by computer software, third parties (such as Microsoft Teams, Google, Amazon, or Zoom), telecommunications providers, internet connections, power connections, or similar factors.

5.6.5 Except as expressly set forth in the Agreement on Defect Remediation, Adapt makes Adapt warranties or representations of any kind, whether express or implied, by law or otherwise, with respect to the Work. For Equipment purchased by the Customer, the specific provisions of these Terms and Conditions regarding warranties shall apply. For materials purchased or otherwise included in Repair Work, the warranties provided by the supplier of such materials shall apply. Information regarding such warranties shall be provided to the Customer only upon request.

6 Certain storage services

6.1 General

6.1.1 Adapt provide a Service in the form of a facility for the storage of Equipment or other property designated by the Customer (“Storage Service”). The following provisions of this section apply in the event Adapt the Customer have agreed that Adapt provide the Storage Service.

6.2 The Storage Unit

6.2.1 A storage unit is a storage location or other suitable storage space Adapt . The storage unit may be located at Adapt the Adapt of another company within the group, or at the premises of another party with whom Adapt a contractual relationship. The Customer may only use the Storage Unit in accordance with the Agreement. The Customer agrees that nothing in the Agreement grants the Customer any ownership or other legal right to the Storage Unit.

6.3 Obligation to Maintain Insurance

6.3.1 The Customer is responsible for keeping the Stored Property insured at all times while the Equipment or other property designated by the Customer to be stored in the Storage Unit (hereinafter referred to as “Stored Property”) is stored there, up to a level selected by the Customer, but sufficient to cover the full value of the Stored Property.

6.3.2 Adapt maintain standard theft and fire insurance for the premises where the Stored Property is kept. To the extent that damage occurs to the Stored Property and such damage is covered by Adapt’s insurance in this regard, Adapt’s insurance shall be utilized in the first instance.

6.3.3 The Customer shall at all times indemnify Adapt any group company or other party with which Adapt a contractual relationship regarding the Storage Service, against any claims for reimbursement from the Customer’s insurance company.

6.4 Property in Custody

6.4.1 The Customer is responsible for ensuring that all Stored Property can be safely stored in the Storage Unit. Stored Property may 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 Customer reserves all title to its Stored Property. The Customer is responsible for ensuring a right of separation in the event of bankruptcy by properly marking its Stored Property. Adapt , for a separate fee as agreed with the Customer, label, mark, stamp, or otherwise distinguish the Stored Property or the Storage Unit.

6.5 Price and Term of the Agreement

6.5.1 The price for the Storage Service is specified in the Quote. If the price is not specified in the Quote, Adapt’s current price list shall apply.

6.5.2 Unless otherwise agreed, the Storage Service shall remain in effect until further notice, subject to three (3) months’ notice.

6.6 Liability and Disclaimer

6.6.1 Adapt for loss of Stored Property or other direct damage arising from the Storage Service if such damage is due to Adapt’s negligence. Under no circumstances Adapt for indirect damage, such as loss of profits.

6.6.2 Adapt no warranties whatsoever to the Customer regarding the monitoring of the Storage Unit or the Stored Property.

6.7 Removal of stored property

6.7.1 The Customer is responsible for removing the Stored Property upon termination of the Agreement or at such other time as may be agreed, unless otherwise specified in the Agreement. Upon removal, Adapt shall Adapt the Stored Property available for removal at a suitable loading dock or, if so agreed, transport the Stored Property to the Customer, or grant the Customer access to the Storage Unit for removal.

6.7.2 If the Customer has not removed the Stored Property within three (3) months of the date by which it was required to do so under the Agreement, and the Customer has been requested to remove the Stored Property, Adapt shall be Adapt to remove the Stored 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 Facility only upon agreement with Adapt.

6.8.2 The Customer does not have exclusive access to the Storage Unit. Adapt, or another party designated by Adapt, always has the right to enter the Storage Unit and reload the Stored Property, temporarily move it to another location, or move it to another Storage Unit. Adapt carry out such moves with due care, but the moves are always at the Customer’s risk.

6.8.3 The Customer may not sublet the Storage Unit or share the Storage Unit with others, unless otherwise agreed.

7 Common Provisions

7.1 General

7.1.1 The following provisions in this section apply to all of Adapt’s Services.

7.2 Terms of Payment

7.2.1 Unless otherwise specified in the Quote, the following applies regarding payment for Adapt’s Services:

• i. Payment shall be made monthly upon receipt of an invoice.
• ii. Payment must be made within 30 days of the invoice date. In the event of late payment, interest on arrears will be charged in accordance with applicable law. Adapt the right to charge the Customer a fee for payment reminders in accordance with applicable law.

7.2.2 If the Customer makes a purchase under this Agreement (typically from a location outside Sweden) and, as a result, Adapt to pay value-added tax (“VAT”), even though the Customer has determined that VAT is not due, the Customer shall Adapt against all damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or related to such VAT claim.

The Customer agrees to reimburse Adapt all payments Adapt to comply with the VAT requirement. The Customer’s obligation to Adapt shall include all claims, actions, lawsuits, or proceedings brought against Adapt tax authorities or any other third party in connection with the aforementioned VAT requirement.

To trigger the Customer’s indemnification obligation, Adapt must, within a reasonable time, notify the Customer of the VAT claim, and the Customer shall have 10 days to respond Adapt writing and take the necessary steps to address the claim. Failure to respond within the specified time limit shall not relieve the Customer of its obligations under this clause.

This clause shall survive the termination of this agreement, regardless of the reason.

7.3 Security for the claim

7.3.1 Adapt the right, if it appears that the Customer has failed to pay for the Service, or if Adapt that the Customer may become insolvent, or if the Customer’s financial circumstances are otherwise such that Adapt strong grounds to fear that the Customer will not perform in accordance with the Agreement, prevent the release to the Customer of the Stored Property or other property of the Customer that is in Adapt’s temporary possession. In such cases, Adapt immediately notify the Customer thereof. If the Customer makes payment or otherwise provides acceptable security for payment, Adapt shall Adapt the Stored Property to be released to the Customer.

7.4 Computer Software

7.4.1 If the Customer has ordered a Service from Adapt includes Computer Software, the Customer is responsible for using the Computer Software in accordance with the terms and conditions stipulated by the owner of the Computer Software, with whom the Customer may enter into a separate agreement. In such cases, the conclusion of such an agreement with a third party is a prerequisite for the Customer to be able to use the relevant Computer Program. Adapt no ownership or intellectual property rights to the Computer Programs. Adapt not Adapt in any respect for errors or defects in the Computer Programs. Other terms regarding sublicensing are set forth in the Quote.

7.5 Application

7.5.1 If agreed upon by the Parties, Adapt may Adapt the Customer to use the Application as part of the relevant Service. Adapt hereby Adapt the Customer a revocable, non-exclusive, non-commercial license—which may not be sublicensed 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 provided by Adapt, in accordance with these Terms. It is strictly prohibited to sell, distribute, copy, modify, or rent out any part of the Application or its software. It is also strictly prohibited to attempt to extract source code or decompile the source code of the software.

7.5.2 Adapt its licensors own and retain all intellectual property rights to the Application and its content. The Customer is not granted any rights to such intellectual property rights beyond those set forth in the Agreement.

7.5.3 The Customer is solely responsible for any costs incurred by the Customer in connection with the use of the Application, such as internet usage fees.

7.5.4 Unless otherwise specified in the Agreement, Adapt shall Adapt be liable for any direct or indirect damages caused directly or indirectly by:

• i. Errors, interruptions, or malfunctions in the Customer’s mobile phone or internet connection while using the Application.
• ii. Errors, interruptions, or malfunctions in the Application or resulting from updates or maintenance of the Application.
• iii. Third party.
• iv. Other users of the Application.
• v. Infringement of a third party’s intellectual property rights.
• vi. Other damages, disruptions, errors, interruptions, or breaches caused by the actions of third parties (including hacking of the Application, the spread of viruses through 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 the law.
• ix. Loss of data.
• x. Any other damage arising in connection with the use of the Application.
• xi. Under no circumstances shall Adapt, its employees, consultants, agents, or representatives be liable to the Customer as a user or to any third party for indirect damages.

7.6 Support

7.6.1 To the extent that the Parties have agreed on support for the Equipment or otherwise, the terms specifically agreed upon in a support agreement or similar document shall apply.

7.6.2 Unless otherwise specified in a support agreement or similar document, support shall be provided only on Business Days. The provision of support outside of Adapt’s regular business hours requires a separate agreement.

7.6.3 Support may only be provided for Equipment, Assignments, the Turnkey Solution, or other systems owned by the Customer if specifically agreed upon.

7.7 Cancellation Policy

7.7.1 Cancellations of Services pursuant to a Quote are subject to the cancellation policies set forth in the Quote.

7.8 Liability and Limitations of Liability

7.8.1 Unless otherwise specified in the Agreement, a Party shall be liable for direct damages arising from its breach of contract due to negligence. Under no circumstances Adapt for indirect damages, such as loss of profits.

7.8.2 If the Service is divided into partial deliveries or partial assignments, Adapt shall Adapt only for damages directly related to such partial delivery or partial assignment, and in no event shall such liability exceed the Partial Amount. Under no circumstances shall Adapt’s total liability for damages exceed the Contract Amount.

7.9 Force Majeure

7.9.1 A Party shall be exempt from liability for failure to perform a specific obligation under the Agreement if such failure is due to circumstances beyond the Party’s control that prevent performance thereof. As soon as the obstacle ceases to exist, the obligation shall be performed in the manner agreed upon.

7.9.2 Force majeure shall include pandemics or national disease epidemics, war, acts of war, terrorist attacks, government actions, new or amended legislation, labor disputes, or other circumstances beyond a Party’s control.

7.9.3 To obtain an exemption under the preceding paragraph, a Party must notify the other Party in writing without delay.

7.9.4 Notwithstanding the foregoing provisions regarding exemption from penalties, a Party may terminate the Agreement under the circumstances described herein 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 agree to maintain confidentiality during the Term of the Agreement and for a period of 10 years thereafter, and thereby not to disclose to any third party any Confidential Information that a Party receives from the other Party in connection with the Agreement. The provisions set forth in this section shall apply unless the Parties have entered into a separate confidentiality agreement that provides for a more extensive confidentiality obligation between the Parties.

7.10.2 In these Terms, “Confidential Information” means all information regarding the content of the Agreement and any other information—whether technical, commercial, or of any other nature—regardless of whether such information has been documented in writing or not, with the exception of

• (a) information that is generally known or becomes generally known other than through a breach by a Party of the terms of this Agreement,
• (b) information that a Party can demonstrate it already knew prior to receiving it from the other Party,
• (c) information that a Party has received or will receive from a third party without being bound by a duty of confidentiality in relation to that third party, and
• (d) information that a Party is required to disclose pursuant to law, regulation, court order, stock exchange rules, or similar provisions.

In the cases referred to in (c) above, however, a Party shall not be entitled to disclose to third parties that the same information was also received from the other Party under the Agreement.

7.10.3 Each Party shall ensure that its employees and any consultants or subcontractors who may come into contact with Confidential Information are bound to maintain the confidentiality of such information to the same extent as the Party under this Agreement.

7.10.4 Each Party agrees to comply with reasonable data security rules communicated by the other Party.

7.11 GDPR

7.11.1 If Adapt personal data in connection with the Agreement, it will do so in accordance with Adapt’s privacy policy, which is available on Adapt’s website at www.13.51.19.31.

7.12 Assignment of the Agreement

7.12.1 The Customer may not assign or pledge its rights and/or obligations under the Agreement, in whole or in part, without Adapt’s written consent. Adapt , however, Adapt assign or pledge its rights and/or obligations under the Agreement, in whole or in part, without the Customer’s consent.

7.13 Notifications

7.13.1 Complaints and other notices regarding the application of this Agreement shall be sent by courier, certified mail, or email to the addresses of the Parties specified in the Proposal or as subsequently amended.

The notice shall be deemed to have been received by the recipient

• (a) if delivered by courier: upon delivery to the recipient
• (b) if sent by certified mail: three (3) days after posting; and
• (c) if sent by email: upon sending, provided that receipt has been duly confirmed.

Any change of address must be notified to the Party in the manner prescribed in this provision.

7.14 Headings

7.14.1 The division of these Terms into different sections and the use of headings shall not affect the interpretation of the Terms.

7.15 Changes to the Terms and Conditions

7.15.1 Adapt the right to make changes to these Terms at any time. If Adapt changes to these Terms, Adapt shall Adapt written notice thereof to the Customer along 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 Adapt entitled to terminate the Agreement with immediate effect, whereupon all performance shall be rescinded. The rescission of all performance shall constitute the sole consequence of such termination, and neither Party shall be entitled to compensation for any damage, whether direct or indirect, arising from the termination.

7.16 Passivity

7.16.1 A Party’s failure to exercise any right under these Terms or to raise an objection regarding any matter relating to the Agreement shall not be construed as a waiver of such right.

7.16.2 If a Party wishes to waive the exercise of a particular right or to refrain from raising a particular issue, such waiver must be made in writing in each individual case.

7.17 Full regulation

7.17.1 All written or oral commitments and representations regarding the Service made prior to the Agreement are superseded by the terms of the Agreement.

7.18 Invalidity of Provisions

7.18.1 If any provision of the Agreement or any part thereof is found to be invalid, this shall not render the Agreement invalid in its entirety; rather, to the extent that such invalidity materially affects a Party’s rights or obligations under the Agreement, the Agreement shall be reasonably modified.

7.19 Governing Law and Disputes

7.19.1 This Agreement shall be governed by Swedish law.

7.19.2 Any disputes arising from this Agreement shall be resolved by a court of general jurisdiction.