Terms and Conditions

1 This document

This document sets out the terms and conditions for business collaboration between Good Solutions Sweden AB (556658-6649) and the customer for the use of software and services provided by Good Solutions. The same conditions apply whether the customer purchases software and services directly from Good Solutions or via a channel.

1.1 Appendices

• Maintenance and Support agreement

• Privacy Policy

2 Software as a Service (SaaS) – Terms of Service

This section specifies the conditions for Good Solutions software services and additions.

Any software, hardware and associated services are used at your own risk.

Good Solutions does not warrant any disruptions in the use of the software, hardware and related services. Good Solutions cannot be held liable for any costs of loss of profit, loss of production, lost information/data or other consequential damages that can in any way be attributed to any of Good Solutions’ software, hardware or services, regardless of cause or if the customer was informed of the risk of such damage. Good Solutions’ full liability never exceeds the SaaS fee charged over the last 12 months.

2.1 Included in SaaS

The following is included in Good Solutions SaaS

• Software license (right to use)

• RS IoT hardware (when needed) + standard ampere meter device hardware (when needed)

• Cloud operation

• Continuous software updates

• Support

• Maintenance and warranty

• In addition to the terms below, the terms under the paragraph “General” also apply (see below).

2.1.1 Software licenses

Standard software service is licensed, not sold, for use only under the terms in this document.

Good Solutions owns the software described and reserves all rights not expressly granted to the customer. The terms also apply to all future software updates that supplement and/or replace the original software unless there is a separate license for the update.

Provided that the terms of this document are complied with, the customer is granted a non-exclusive right to the software service and the software features listed in the subscription.

The software is provided in its existing condition, and any errors are managed in accordance with Good Solutions maintenance conditions.

2.1.2 RS IoT hardware + standard ampere meter device hardware

RS IoT hardware, and when applicable, ampere meter devices are included in the amount needed to provide the promised functionality.

RS IoT and ampere meter devices, and the associated services, are used at your own risk.

Good Solutions owns RS IoT hardware and ampere meter devices throughout the contract period.

The customer is responsible for the service and management of the RS IoT and ampere meter devices throughout the contract period.
RS IoT and ampere meter devices that need to be replaced for reasons other than negligence are handled at Good Solutions’ expense.
RS IoT and ampere meter devices are returned to Good Solutions at the termination of the subscription. If the RS IoT and ampere meter devices are not returned, Good Solutions has the right to continue to charge the customer for all SaaS services.

2.1.3 Cloud operation

The software service is operated by Good Solutions. The terms of operation are described at https://docs.goodsolutions.se/

2.1.4 Continuous updates

The standard software comes with the functionality described at https://docs.goodsolutions.se

Good Solutions continuously develops the software's functionality and reserves the right to change it.

Good Solutions makes updates available and communicates the content through newsletters to customers.

Additional terms for updates are described in the current version of the “Maintenance and Support Agreement”.

2.1.5 Support

Includes access to handling support cases. See the following paragraph for further details on Support.

2.1.6 Maintenance and warranty

The software is delivered in its existing condition. Software as a Service includes access to reporting of quality defects (“bugs”) related to Good Solutions software. Good Solutions reserves the right to assess the quality deficiencies and to prioritise the work on corrections and software optimisations. Good Solutions makes no guarantees regarding the correction of individual quality deficiencies.

Additional terms for Maintenance are described in the current version of the “Maintenance and Support Agreement”.

2.1.7 Primary Service

The Primary Service is an optional add-on service intended to provide coaching and ongoing support to help the Customer maximise value from the Software in daily operations and continuous improvement work.

The Primary Service is not intended for onboarding, initial setup, implementation projects or data integration activities. Such activities, if required, shall be agreed separately.

Any travel time and travel-related expenses incurred in connection with the delivery of the Primary Service shall be charged separately.

2.2 Language support

The software is available in English and other languages described on https://docs.goodsolutions.se
Good Solutions has the right to decide when language support should be adjusted.

2.3 Documentation

User documentation for the software is available in English at https://docs.goodsolutions.se

2.4 Acceptance and payment

The subscription is invoiced 12 months in advance.
Payment date for new subscription
The payment period begins when Delivery Services are approved, but no later than 8 weeks after the order approval date.
Payment date for extended subscription
The payment period begins when the delivery project is approved, but no later than 4 weeks after the order approval date.

3 Additional Terms for Delivery Services

Delivery services mean services for technical delivery, commissioning of the standard product and its standard supplements. This is not included in the SaaS.
In addition to the terms below, the terms under the paragraph “General” also apply.

3.1 Delivery date

The delivery date for Delivery Services is counted from the day the last agreed service is performed.

3.2 Acceptance

Unless the solution document specifies otherwise, the service is considered accepted if no comments are reported within 4 weeks of the delivery date.

3.3 Payment Terms

Delivery services at a fixed price – Unless otherwise stated in the business agreement, 50% will be invoiced upon order and 50% upon go-live.
Delivery services at running cost – Unless otherwise stated in the business agreement, the time spent is invoiced monthly. A summary of time spent per resource is available upon request.

4 Additional terms for any customisations

Customisation refers to services for the development, delivery, maintenance and support of customer unique features and integrations.
For both parties, it must be clearly stated which functionality is offered and delivered as a customised adaptation.
In addition to the terms below, the terms under the paragraph “General” also apply.

4.1 Delivery date

The delivery date for customisations is counted as the last day the software component is installed and the user instructions are handed over to the customer. Operating instructions (depending on the type of customisation) can be provided either orally or in writing.

4.2 Commissioning

Unless otherwise stated in business document(s) or delivery project(s), the customer’s commitment is to commission the customisation no later than 14 days after the delivery date.
If commissioning is delayed longer, the customer adaptation should still be considered operational.

4.3 Acceptance

Unless the delivery document specifies otherwise, the service is considered accepted if no comments are reported within 4 weeks of the delivery date.

4.4 Warranty period

For customer customisations, a four-week warranty period is provided after acceptance.
During the warranty period, Good Solutions undertakes to adjust details that do not meet the definition in the business document(s) within the framework of the current customisation assignment.

4.5 Maintenance and adjustment of function after acceptance

If nothing is explicitly stated in a separate maintenance agreement for the customisation, maintenance and adjustment of function after acceptance, it is handled as a new separate customisation project with a separate order, delivery plan, approval and warranty period.4.6 Support
Unless otherwise expressly stated in a separate support agreement for the customisation, support is handled on an ongoing basis at the current hourly rate.

4.7 Payment Terms

Customisations at fixed cost – Unless otherwise stated in the business agreement, 50% will be invoiced on order and 50% on acceptance.
Customisations at running cost – Unless otherwise stated in the business agreement, the time spent is invoiced monthly. A summary of time spent per resource is available upon request.

5 Terms for additional hardware

If other hardware is needed beyond what is included with the SaaS, the delivery includes the hardware listed in the order acknowledgement. Other hardware in the solution is expected to be purchased by the customer separately.
In addition to the terms below, the terms under the paragraph “General” also apply.

5.1 Payment terms

The hardware is billed at the time of order confirmation.

5.2 Documentation

Manuals and documentation are supplied together with the hardware.

5.3 Warranty

For hardware, a 12-month warranty for manufacturing defects is provided. The warranty period starts when the hardware is received by the customer.

5.4 Shipping

Unless otherwise stated in the quotation/business agreement, freight is charged according to the carrier’s charge.

6 General

6.1 Ownership of data

The customer always owns the data in the service. This applies to both configuration settings, collected data, and calculated information.
For proactive service, service and product improvement, remedial service implementation and the production of general statistics, Good Solutions has the right to use data from the customer’s system.

In cases where Good Solutions uses data from the customer’s system, it must always be anonymised so that people outside Good Solutions cannot in any way associate the information with the origin of the customer.

6.2 Planning of delivery date and deadline

Good Solutions makes no guarantees regarding delivery dates and cannot be held liable for any delays.

6.3 Travel and accommodation

For car trips outside the Gothenburg (Sweden) area, SEK 5.50 per kilometre is charged. For other types of travel, ticket costs are charged. For all types of trips over 20 km, SEK 750 is charged per travel hour.

Any accommodation is booked in consultation with the customer and charged to the customer at the accommodation rate.

6.4 Minimum chargeable time

For on-site work at the customer's site, a full day is the minimum chargeable time. For remote work, the minimum chargeable time is 2 hours.

6.5 Cancellation of working days

Working days cancelled by the customer close to the planned workday can be charged by Good Solutions. 1 to 2 business days beforehand at 100%. 3 to 4 business days before, 50% charged, 5 or more business days, 0%.

6.6 Payment terms

All invoices are paid within 30 days from the invoice date. VAT is added at 25%.

After the due date, the customer is charged interest at 2% per month, an interest invoicing fee of SEK 150 per interest invoice and a statutory reminder fee.

6.7 Price adjustments

No price adjustment will be made during the first 12 months of the subscription. After that, all prices increase by minimum 3% per year.

In addition, Good Solutions has the right to announce price adjustments due to unexpected external factors.

6.8 Communication

Participation in newsletters
With the customer's written approval, Good Solutions has the right to present the deal, delivery, and installation in newsletters and on its website.

Study visits

By mutual agreement on time and date, Good Solutions has the right to bring visitors to observe the installation and application of the product. This is done to the extent that the customer has time to receive visits.

6.9 Changes to this document

Good Solutions reserves the right to possible misprints in quotations and other documents.

Good Solutions has the right to announce changes to this agreement and its appendices during the current contract period, with the same prior notice as the customer’s cancellation period.

6.10 Validity and termination of subscriptions

This document applies to the entire period during which there are commitments between Good Solutions and the customer.

Transfer of subscription to another legal person

If the customer wishes to transfer the subscription to another legal entity, this must be notified in writing to Good Solutions, which must then approve the transfer.

Any agreement with a new legal entity will reset any binding period and termination period. Also, Good Solutions has the right to do price adjustments at the point of transfer.

Termination of subscription

If the business document does not define the number of days’ notice for termination of the subscription, 3 months’ notice applies.