Legal. General Terms and Conditions

1. General

1. These general terms and conditions (the "Agreement") apply to Mesh Nordic's products, AI platform (M:AI), solutions and related services (collectively the "Services") when provided by Mesh Nordic to the customer (the "Customer"). The Agreement shall also apply to any additional products and services provided by Mesh Nordic to the Customer, unless Mesh Nordic has provided different terms and conditions for such products or services. Any attachments to the Agreement form an integral part of the Agreement.
If the Customer purchases the Services through a third party or platform, such as Shopify, the Customer may enter into a separate agreement with such third party. Mesh Nordic is not a party to such agreement and is not responsible for the acts or omissions of such third party or its performance of its obligations to the Customer.

2. "Mesh Nordic" refers to Mesh Nordic AI AB, org.no. 559466-2057 with address Box 3090, 211 65 Malmö, Sweden. The international company name is Mesh Nordic AI Limited.
3. Mesh Nordic does not offer the Services to consumers. The Services are intended solely for use by the Customer's employees and agents acting in the course of the Customer's business.
4. Mesh Nordic may, but is not obliged to, offer the Customer the opportunity to combine the Services with a third party service if and to the extent possible. In such case, Mesh Nordic only offers the technical ability to implement the third party service into Mesh Nordic's Services, without Mesh Nordic assuming any liability whatsoever for the combination, implementation, integration or the overall delivery or functioning of such third party service, stand alone or in combination with the Services.
5. When using a third party service, the Customer is solely responsible for entering into a separate agreement directly with the provider providing the third party service to the Customer. For the avoidance of doubt, Mesh Nordic assumes no responsibility or liability whatsoever for third party services.
6. "Mesh Nordic's Website" refers to https://www.meshnordic.ai, where information about the Services and Mesh Nordic's current price list can be found. Unless otherwise agreed, the prices stated on Mesh Nordic's Website shall apply.
7. What is said in this Agreement about the Customer and the Customer's use of the Services shall also apply to the actual users, such as employees and consultants, where applicable, and the Customer shall be responsible for all use by such users as if it were its own use.
8. The Services are delivered when Mesh Nordic has made the Services available to the Customer via the Internet or at another agreed location.

2. The Services

1. The Services offered by Mesh Nordic consist of various services related to product search, product discovery and product recommendation solutions, including Mesh Nordic's AI platform (M:AI). The Services are updated from time to time and are subject to changes at any time. The Services are described in more detail on Mesh Nordic's Website. The Services are offered in different plans ("Plan(s)"). Which services and features are included in the price depends on which Plan the Customer has chosen.
2. The Customer may upgrade to a different, more comprehensive and therefore more expensive Plan at any time by notifying Mesh Nordic. Upon request, Mesh Nordic shall carry out such upgrade without undue delay. The additional cost of the upgraded Plan will be charged to the Customer from the date the upgrade of the Plan takes effect. If the Customer wishes to change to a less comprehensive and therefore cheaper Plan, Mesh Nordic will continue to charge the agreed price for the remainder of the agreed term, or charge the Customer an additional fee for the change in the scope of the Plan, as stated on Mesh Nordic's Website.

Trial period
3. Mesh Nordic may offer new or potential Customers the opportunity to try the Services free of charge for a limited trial period (the "Trial Period"). The Agreement shall apply to the extent applicable when the Customer registers for a Trial Period. Sections that by their nature do not apply during the Trial Period shall not apply. If Mesh Nordic offers a Trial Period, Mesh Nordic's obligation is limited to providing the Customer with access to the Services. Thus, Mesh Nordic has no responsibility for the Services functioning in any particular way, or for providing support to the Customer or for remedying any defects. Mesh Nordic shall not be liable for any damages, either direct or indirect, resulting from the Customer's use of the Services during such Trial Period. The term of the Customer's Trial Period shall be twenty-one (21) days, or such longer period as Mesh Nordic and the Customer may agree in writing. Upon expiration of the Trial Period, the Customer may choose to continue to use and pay for the Services in accordance with the terms of this Agreement, or to discontinue use of the Services. Customer may terminate the Trial Period at any time and will no longer have access to the Services. The Customer is entitled to a maximum of two (2) Trial Periods per year and a maximum of one (1) Trial Period per online Store per year. Mesh Nordic has the right to terminate the Trial Period and the Agreement with immediate effect if the Customer breaches any provision of the Agreement during the Trial Period.

3. Prices, fees and payment

1. The Customer shall pay Mesh Nordic the fees and other amounts and charges specified in this Agreement, as agreed upon when confirming the purchase, or otherwise as specified in Mesh Nordic's current price list, which is available on Mesh Nordic's Website from time to time. Mesh Nordic has the right to charge the Customer a monthly fixed fee, and a usage based fee, also charged on a monthly basis.
2. All prices are quoted either in Euro (EUR): "€", or in US dollars (USD): "$", or in Swedish Kronor (SEK): "kr". All prices are exclusive of a) VAT and other applicable taxes and duties (which shall be paid by the Customer in the manner and at the rate prescribed by law) and b) delivery, carriage, insurance, travel, hotel and subsistence costs of materials and outside services (which may be charged to the Customer at cost unless otherwise stated in the Agreement).
3. Mesh Nordic has the right to adjust prices at any time, in the event of any changes in law or regulations, increased or new taxes or fees, that Mesh Nordic is subject to, and due to unexpectedly increased costs or similar circumstances beyond Mesh Nordic's control.
4. In addition to what is stated in 3.3 above, Mesh Nordic has the right to adjust all prices annually at the beginning of each calendar year, but no later than 31 March.
5. All price adjustments shall take effect one (1) month after Mesh Nordic has sent notice of the price adjustment to the Customer, or after Mesh Nordic has made the new prices available on Mesh Nordic's Website.
6. Mesh Nordic does not refund paid fees, e.g. in case of cancellation or termination before the end of the paid term.

Payment terms
7. All payments by Customer to Mesh Nordic shall be made by card. Payment shall always be made once a month, and in advance. The Customer may choose to pay for twelve (12) months at a time, in which case a discount may be granted.
8. A receipt shall be sent to the e-mail address provided by the Customer to Mesh Nordic after payment has been made.
9. In the event of late payment, Mesh Nordic has the right (without prejudice to any other right or remedy) to charge interest on late payments and reminder fees in accordance with law. Mesh Nordic shall also have the right toa) refuse to provide any Services to the Customer until payment has been made in full;b) terminate the Agreement or consider the Agreement terminated by the Customer;c) claim compensation for loss or damage of any kind due to late payment and/or termination of the Agreement; andd) charge the Customer for the remaining term of the Agreement.

Credit check
10. Mesh Nordic has the right to perform a credit check in order to ensure that the Customer is creditworthy and/or does not appear in any debt register. If a credit check is carried out and the Customer is not creditworthy or if the Customer is in the debt register, Mesh Nordic will not enter into the Agreement with the Customer. If an Agreement has already been entered into between Mesh Nordic and the Customer, Mesh Nordic has the right to terminate the Agreement with immediate effect.

4. Support and maintenance

1. Subject to the terms in the Agreement and the Customer's fulfillment of its payment obligations, Mesh Nordic provides technical support and maintenance for the Services during the term of the Agreement, as further described on Mesh Nordic's Website and as stated below.
2. Technical support for the Services is provided free of charge as part of the Services, unless a) the support is related to a third party service; b) support is required in connection with defects resulting from Customer's improper use of the Services; c) support is required outside regular support hours, takes more than two (2) hours to resolve, or requires manual intervention, unless such support is included in the Services selected by Customer and separately agreed between Customer and Mesh Nordic; d) Mesh Nordic and the Customer agree otherwise in writing; or e) the total number of support hours exceeds twelve (12) hours in any twelve (12) month period.
If Mesh Nordic provides support in the above situations, Mesh Nordic has the right to charge the Customer for the support, whereby the hourly rate shall be at a reasonable level compared to similar technical support provided by a professional in the Swedish market.
3. Mesh Nordic will correct fatal errors in the Services within a reasonable time from the time the error is reported to or discovered by Mesh Nordic.
4. The Services may be unavailable from time to time. The Services may be unavailable due to planned downtime or, in the event of an emergency, due to necessary support and maintenance of the Service. Where reasonably possible, Mesh Nordic strive to give the Customer advance notice of any planned downtime that Mesh Nordic believes will affect the Customer's day-to-day operations. Mesh Nordic will take reasonable steps to minimize the duration of downtime of the Services.
Mesh Nordic will not notify the Customer of downtime, updates and improvements that Mesh Nordic considers to be of little or no inconvenience to the Customer.
5. Mesh Nordic may release new versions of the Services from time to time. Customer shall always use the latest version of the Service.
6. Mesh Nordic does not guarantee that customized web design in one version of the Services will be transferable to a new version of the Services or that such transfer, if possible, will be free of charge. Mesh Nordic shall have no responsibility or liability in this regard.
7. Mesh Nordic does not provide support or maintenance for third party services. If the Customer requires support or maintenance in connection with a third party service, the Customer is solely responsible for contacting the provider of such third party service.

5. Term and termination of the Agreement

1. Unless otherwise agreed in writing, the Agreement shall be effective from the time the Customer orders the Services until further notice with a mutual notice period of thirty (30) days.

Termination of the Agreement
2. Mesh Nordic may terminate the Agreement with immediate effect if the Customer fails to comply with the terms of the Agreement.
3. Either party has the right to terminate the Agreement in writing with immediate effect ifa) the other party commits a material breach of the Agreement and fails to remedy such breach within fourteen (14) days of written notice of such breach; or b) the other party is declared bankrupt, goes into receivership, applies for a composition, suspends payments, goes into liquidation or is otherwise deemed to be insolvent.
4. Either party wishing to terminate this Agreement pursuant to this clause shall give written notice to the other party promptly after the party becomes aware or should have become aware of the circumstance giving rise to the termination.
5. The provisions of the Agreement which by their terms or nature are intended to survive termination of the Agreement shall survive, including, without limitation, Sections 8-9 (Intellectual Property and Infringement), 10 (Confidentiality), 12 (Limitation of Liability) and 15 (Dispute Resolution and Applicable Law) of this Agreement.

Effects of termination of the Agreement
6. Upon termination of the Agreement, Customer shall cease all use of the Services and all rights granted to Customer under the Agreement shall automatically terminate.
7. If Mesh Nordic has terminated the Agreement in accordance with clause 3 a or b above, Mesh Nordic shall not refund to the Customer any advance payments made by the Customer to Mesh Nordic.
8. Upon termination of the Agreement, the Customer shall, in accordance with Mesh Nordic's instructions, (i) immediately cease using any intellectual property rights related to the Services; and (ii) immediately return, destroy or delete any confidential information and other material provided by Mesh Nordic.
9. The Customer shall be entitled to retrieve any Customer Data in Mesh Nordic's possession at the time of termination of the Agreement, provided that the Customer requests this in writing from Mesh Nordic within ten (10) business days of termination of the Agreement and pays Mesh Nordic for any work associated with such data transfer. For the avoidance of doubt, Mesh Nordic shall not be responsible for any loss of data, degradation of data, migration to another format or the like in connection with the extraction or migration of data to the Customer when retrieving Customer Data.

6. Customer commitments

1. In addition to what is otherwise stated in this Agreement, Customer is solely responsible fora) importing, uploading and updating the Services with all information required through the Services, such as product descriptions, images and prices. Mesh Nordic is solely the provider of the Services and is not responsible for any information uploaded, used or processed in the Services; and b) administer the Services on its own, using the forms and in accordance with the instructions provided by Mesh Nordic from time to time.
2. The Customer is responsible to Mesh Nordic for all information imported and uploaded to, created in or published through the Service. The Customer grants Mesh Nordic a worldwide and non-exclusive license to use all information that the Customer uploads to the Services for use by Mesh Nordic during the term of the Agreement. The Customer further warrants that the Customer has the right to grant such license to Mesh Nordic.
3. The Customer shall comply with and always use the Services in accordance with relevant laws and regulations.
4. The Services may not be used:a) in breach of this Agreement;b) for any unlawful or unethical purpose or activity or any other purpose for which it is not intended; c) in any other way that could reasonably be expected to adversely affect Mesh Nordic or reflect negatively on the goodwill, name or reputation of Mesh Nordic; ord) to transmit or otherwise distribute viruses, spam or similar malicious software.
5. The Customer may not copy, modify, create a derivative work of, or reverse engineer the software in any part of the Services or otherwise attempt to discover the source code, except to the extent necessary to achieve interoperability with other independently created software or as otherwise permitted by mandatory law.
6. If the Customer does not comply with this clause 6 and does not remedy the situation within five (5) days after Mesh Nordic has notified the Customer of the non-compliance, Mesh Nordic is entitled to suspend the Services until the Customer has remedied the situation. Furthermore, the Customer shall indemnify Mesh Nordic against any damages, costs or claims resulting from the Customer's use of the Services in breach of the Agreement, including this section.

7. Commitments of Mesh Nordic

1. Mesh Nordic provides the Services as is, as a cloud service, and may manage the installation of the Services on Mesh Nordic's web hosting service upon Customer's payment of the applicable fees and fulfillment of its obligations under the Agreement.
2. Mesh Nordic shall monitor the operation and security of the Services to ensure that satisfactory performance is maintained.

8. Intellectual property rights

1. Mesh Nordic or Mesh Nordic's licensors own all intellectual property rights in and to the Services and any software and source code included in the Services, as well as all related trademarks and trade names. This includes, without limitation, all patents, copyrights, design rights and trademarks relating to the Services.
2. Nothing in this Agreement shall be construed as a transfer, in whole or in part, of any such rights. Customer is not granted a license to Mesh Nordic's intellectual property rights, the Services or any part thereof, except as expressly set forth in this Agreement.
3. Mesh Nordic has the right to publicly state that the Customer is a customer of Mesh Nordic. The Customer grants Mesh Nordic the right to include the Customer's name, trademark, logo or similar identifying material in a list of customers on Mesh Nordic's Website and/or in advertising material relating to the Service. The Customer may at any time request Mesh Nordic not to include information about the Customer in any publicly available material and Mesh Nordic shall in such case cease to do so within thirty (30) days and, where possible, delete any information already published about the Customer.

9. Infringement of intellectual property rights

1. The Customer undertakes to defend Mesh Nordic, at its own expense, against any claim for infringement of third party's intellectual property rights arising from circumstances on the part of the Customer, including, but not limited to, if such claim is the result of circumstances described in clause 9.3 (a)-(d) below. The Customer agrees to indemnify and hold Mesh Nordic harmless from and against any and all costs, damages and expenses that Mesh Nordic may incur as a result of such claim, including but not limited to any damages that Mesh Nordic may be required to pay in connection with such infringement claim and costs of attorneys' fees.
2. If a third party makes a claim against the Customer based on the Customer's use of the Services in accordance with this Agreement, the Customer shall immediately notify Mesh Nordic in writing of such claim and allow Mesh Nordic to control the defense of the claim and decide on settlement on behalf of the Customer, and, acting in accordance with Mesh Nordic's instructions, assist and cooperate with Mesh Nordic to the extent reasonably requested by Mesh Nordic, including providing all necessary documents (including powers of attorney), at no cost to Mesh Nordic. If it is finally determined by a court of competent jurisdiction that the Customer's use of the Services in accordance with the Agreement constitutes an infringement of a third party's intellectual property rights, Mesh Nordic shall, subject to any agreed limitation of liability set forth in this Agreement, reimburse the Customer for all direct costs and such damages as the Customer may be found liable to pay. In addition, Mesh Nordic undertakes, at its option, to procure for the Customer the right to continue to use the Services, to modify or replace the Services in whole or in part (so that they do not infringe the third party's right), or to terminate the Services and refund to the Customer the fees that the Customer has paid for the Services for the remaining term of the Agreement, without interest and with deduction of any reasonable benefit that the Customer may have had from the Services.
3. Mesh Nordic's obligations in clause 9.2 shall not apply if claims are caused by or result from a) the Customer's combination or use of the Services with software, services or products developed by the Customer or a third party, if the claim could have been avoided by non-combined or independent use of the Services; b) modification of the Services by anyone other than Mesh Nordic, if the claim could have been avoided by use of the unmodified Services; c) the Customer continues the alleged infringement after notice or after modifications or indemnifications that would have avoided the alleged infringement; or d) the Customer uses or has used the Services in a manner not in accordance with the Agreement or Mesh Nordic's written instructions.
4. This clause 9 constitutes Mesh Nordic's entire obligation to the Customer with respect to infringement of a third party's intellectual property rights.

10. Confidentiality

1. The parties agree not to disclose to any third party any information relating to the business of the other party or any information or data processed in the Services which is or may reasonably be considered to be confidential (whether oral or written, electronic or otherwise, whether marked confidential or not) or otherwise use such information for any purpose other than the performance of the party's obligations under the Agreement. Information designated by a party as a trade or professional secret or confidential shall always be considered confidential.
2. The confidentiality obligation does not apply to (i) information that is or becomes publicly known without breach of the Agreement by the receiving party; (ii) information that was known to the receiving party prior to receipt from the disclosing party without an obligation of confidentiality; or (iii) the disclosure or use of information is required by law, regulation or other regulatory body or by agreement with a stock exchange on which the party is listed or similar.
3. Each party shall be responsible for ensuring that its subcontractors, consultants and employees comply with such confidentiality obligations and shall be responsible for its subcontractors, consultants and employees as it is for its own actions.

11. Customer Data and Personal data

1. The Customer is the data controller for the processing of any personal data within the scope of the Services. Mesh Nordic does not normally process personal data when providing the Services, but may do so when facilitating the implementation of the Services and providing support to the Customer. In such cases Mesh Nordic is the data processor of such data and in such cases the parties have entered into a data processing agreement for such processing of personal data. Such data processing agreement is set out in an Annex to this Agreement and is made an integral part of this Agreement. The Data Processing Agreement shall always prevail with respect to the processing of personal data.
2. For the purposes of this Agreement, "Customer Data" means any data or information imported or uploaded to the Services or otherwise provided to Mesh Nordic by or on behalf of the Customer through the use of the Services, including any personal data or technical information such as order volume, order information, turnover and average order value of the Customer's website. During the term of the Agreement and thereafter, Mesh Nordic may use Customer Data in aggregated or anonymous form, without identifying any specific data, for statistical and analytical purposes, as well as for product and business development purposes.
3. The Customer is fully responsible for all Customer Data used in connection with the Services.

12. Limitation of liability

1. In no event shall either party be liable for (i) any indirect, incidental, special, consequential, punitive, or exemplary damages, or (ii) any loss of use, data, or production, or lost profits, savings, or revenue of any kind (whether direct, indirect, or consequential), regardless of the theory of liability, and even if such party has been advised of the possibility of such damages.
2. In no event shall Mesh Nordic be liable for damages caused by third party software or services.
3. Mesh Nordic shall not be liable for any damage caused to the Customer as a result of interruptions to the Services that may be caused by maintenance work or by Mesh Nordic releasing new versions of the Services.
4. Mesh Nordic shall not be liable for any costs, damages or losses (i) caused by third parties, including any defects in third party software components or intellectual property infringements by such components; or (ii) caused by modifications or changes to the Services made by anyone other than Mesh Nordic, including any changes made by the Customer that deviates from Mesh Nordic's standard default settings or changes made according to the Customer's or its subcontractor's instructions.
5. For the avoidance of doubt, unless otherwise stated in the Agreement or its attachments, Mesh Nordic makes no warranties or representations, whether expressed or implied, with respect to the Services, including the completeness, timeliness, accuracy, reliability, satisfactory quality and/or fitness for a particular purpose. The Services are provided "as is".
6. Mesh Nordic's total liability for all damages, losses and claims arising from the Agreement shall in no event exceed an amount equal to the lesser of a) the amount paid or to be paid by the Customer to Mesh Nordic for the Services or additional Services giving rise to the damage, loss or claim, calculated during one (1) year prior to the event or omission giving rise to the damage, loss or claim; or b) EUR 5,000 (which is approximately SEK 55,000).
The limitation of liability in this clause 12.6 does not apply in the case of intent or gross negligence.
7. Any claim for damages of any kind against Mesh Nordic must be notified to Mesh Nordic without undue delay and no later than ninety (90) days after the damage, loss or claim has occurred. Mesh Nordic shall not be liable for damages unless the Customer notifies Mesh Nordic thereof in writing no later than ninety (90) days after the Customer has become aware or should have become aware of the actual damage or loss, but no later than six (6) months after the damage has occurred.

13. Force majeure

1. A party shall be relieved of liability for failure to perform its obligations under the Agreement during such period and to the extent that the proper performance of such obligations by the party is prevented by any circumstance beyond the control of the party and which could not reasonably have been foreseen by the party prior to entering into the Agreement, such as war, civil war, fire, flood, interruption of public transportation, pandemic, communications (including data and telecommunications) or general power supply, new or amended laws, decisions and orders of governmental authorities, or other circumstances of similar importance.
2. If a party wishes to invoke force majeure, it shall give notice to the other party if there is a risk of failure or delay in the performance of any obligation under this Agreement. Failure to give such notice shall not relieve the party from liability for any damage that could have been avoided if notice had been given in time.
3. The time for performance of the relevant obligations of a party shall be reasonably extended by the period during which the circumstance deemed to be a force majeure event continues, provided, however, that if performance of a contractual obligation is prevented by such circumstance for a period of two (2) months or more, either party shall be entitled to terminate this Agreement.

14. Miscellaneous

1. The Customer may assign this Agreement (including its Services from Mesh Nordic) to a third party (the "New Customer"), provided that a) the Customer notifies Mesh Nordic of such assignment by completing and submitting the Mesh Nordic Agreement Transfer Form; b) the New Customer complies with the requirements of Mesh Nordic's terms and conditions in force from time to time (including this Agreement) and pays to Mesh Nordic the applicable fees for the transfer of the Agreement; and c) Mesh Nordic and the New Customer enter into an Agreement with an initial term of twelve (12) months. For the avoidance of doubt, clause 5.1 of this Agreement (binding period) and clause 3.10 of this Agreement (Credit Check) shall also apply to the New Customer.
2. Mesh Nordic may, without the Customer's consent, transfer all or part of its rights and/or obligations under the Agreement, including the right to payment, to a third party.
3. The Agreement applies to all services offered by Mesh Nordic from time to time. The Agreement supersedes all prior or contemporaneous agreements or understandings, whether oral or written, between the Customer and Mesh Nordic.
4. Mesh Nordic has the right to change the Agreement at any time by giving one (1) month's written notice to the Customer, provided that such change is minor and will not adversely affect the Customer.
5. All material amendments and additions to the Agreement shall be valid only if made in writing with express reference to the clause or clauses to be amended. In the event of any inconsistency between the Agreement and an Annex, the Agreement shall prevail, unless otherwise agreed in writing between Mesh Nordic and the Customer. However, the Data Processing Agreement shall always prevail over this Agreement with respect to the processing of personal data.

15. Dispute resolution and applicable law

1. Any dispute, controversy or claim arising out of or relating to this Agreement, or breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the SCC Arbitration Institute (the "SCC"). The Rules for Expedited Arbitration shall apply, unless the SCC determines in its sole discretion, taking into account the complexity of the case, the amount in controversy and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also determine whether the arbitral tribunal shall consist of one or three arbitrators. The seat of the arbitration shall be Malmö, Sweden. The language of the arbitration shall be English unless both parties are domiciled in Sweden and agree to use Swedish.
2. This Agreement shall be governed by the substantive laws of Sweden, without regard to its conflict of laws rules.
3. All arbitration, documents and decisions relating to the arbitration shall be kept strictly confidential and shall not be used for any purpose other than the arbitration.
4. Notwithstanding the foregoing, Mesh Nordic shall have the right to take the necessary legal action before the competent court to recover any overdue payment.