GENERAL TERMS AND CONDITIONS
FOR SUPPLY OF CONNECTED SERVICES

If you click the “I accept” button:

• you accept the Agreement, including the Order Form and these GTC, and agree that the Customer will be legally bound by its terms; and
• you represent and warrant that you have the right, power and authority to enter into this Agreement on behalf of the Customer.

1.1 EPR is part of the Electrolux Professional Group, which is a global provider of appliances and equipment for professional use within the food, beverage and laundry segments. EPR provides Connected Services to its customers, for use with Smart Appliances in selected markets. The Connected Services are provided in accordance with these General Terms and Conditions for Supply of Connected Services (these “GTC”), which form an integral part of the Agreement between EPR and the Customer.

1.2 In addition, EPR provides Connected Services, purchased by the Customer from EPR, and the Payment App as a platform to host and support payment functionality with respect to selected Smart Appliances (subject to separate activation and arrangements between EPR and the Customer), which enables Customers and Payment App Users access to and use of Payment Services provided by a third-party Payment Service Provider (as further outlined in Section 2.12 below).

1.3 Customer acknowledges and understands that these GTC are supplemented by;

(a) the applicable Electrolux Professional Group data privacy statement and cookie policy (as amended from time to time) available at https://www.electroluxprofessional.com/data-privacy-statement/ and https:// www.electroluxprofessional.com/ cookie-policy/;
(b) the applicable terms of use of the App and – to the extent applicable – the Payment App or any other mobile applications provided by Electrolux Professional Group that are from time to time hosted and supported under the Connected Services (as amended from time to time);
(c) the API Terms of Use (where applicable);
(d) the applicable terms of use of Electrolux Professional Group’s website (as amended from time to time) available at https://www.electroluxprofessional.com/terms-and-conditions/;
(e) the applicable terms and conditions between the Customer and a Payment Service Provider (including any applicable terms of use between the Customer and any Payment App User), for the access and use of Payment Services hosted and supported under the Connected Services and the Payment App or any other mobile application with equivalent functionality; and
(f) the applicable terms and conditions between the Customer/User and any third-party platform providers from which the Customer/User downloads the App and/or other applications distributed by Electrolux Professional Group, such as Apple App Store or Google Play.

1.4 In the case and to the extent of any conflicting terms with respect to these GTC and what is set forth in the terms referred to in Section 1.3, these GTC shall take precedence over the terms referred to in Section 1.3(b)-(f) and the terms referred to in Section 1.3(b)-(f) shall take precedence over each other in the specified order. For the avoidance of doubt, the terms referred to in Section 1.3(a) shall take precedence over these GTC and the terms referred to in Section 1.3(b)-(f).

1.5 In case of any conflicting terms in respect of these GTC, and what is set forth in an Order Form, the terms set forth in the Order Form shall take precedence to the extent of such conflict.

1.6 Furthermore, these GTC automatically applies whenever a Customer purchases Smart Appliances from a Distributor (regardless of whether such Customer has entered into an Agreement for the supply of Connected Services). However, for the use of Connected Services such Customer must enter into an Agreement with EPR, which is separate from an agreement for the sale and purchase of the Smart Appliances (which are entered into with the Distributor).

1.7 In these GTC, the capitalized terms shall have the meanings set forth in Section 18 below, unless otherwise evident from the context. Capitalized terms may also be defined in other parts of the Agreement.

2.1 EPR and/or its Affiliates (where applicable) will supply the Connected Services to the Customer during the Term of the Agreement in accordance with these GTC and any other terms and conditions set forth, or referred to in, the Agreement that are expressed to form part of the Agreement, subject to the Customer’s payment of all agreed fees for the Connected Services.

2.2 EPR will make the Connected Services available for use by the Customer on the Subscription Start Date, or (if an Evaluation Term has been agreed) on or after the Effective Date as agreed with the Customer.

2.3 EPR and/or its Affiliates (where applicable) will supply the Connected Services with the, at each time applicable (as determined by EPR in its sole discretion), content, functionality, performance and features, as generally described in the Connected Services Description. The Electrolux Professional Group develops the Connected Services continuously and, accordingly, the content, functionality, performance, and features of the Connected Services may change at any time without prior notice (including, but not limited to, for commercial, technical, performance, security or other reasons), and EPR does not warrant that the Connected Services will have any specific content, functionality, performance, or features.

2.4 The Customer confirms that it has, prior to executing the Agreement, been provided with relevant information on the Connected Services in a clear and comprehensible matter as required under Applicable Laws, including, without limitation, information on the nature and content of the Connected Services and the data to be collected, accessed, and used hereunder, as further described in these GTC and in other information provided separately to the Customer.

2.5 The Customer acknowledges and agrees that in order to use the Connected Services properly;

(a) the Customer must verify that its Smart Appliances supports use of Connected Services, as informed by EPR from time to time;
(b) the Customer must follow all instructions for use by the Connected Services as communicated by EPR from time to time;
(c) the Customer must install (or, as applicable, allow EPR, or an Authorized Service Provider, to install) all Updates (as further set out in Section 5.5 below), and ensure that its Smart Appliances have up-to-date operating systems and fulfils other relevant technical requirements regarding software, hardware, equipment, and communication networks as communicated by EPR; and
(d) the Customer must have a proper Internet connection and data connectivity for its Smart Appliances and mobile device. The Customer is responsible for setting up, obtaining, maintaining, and paying for all network devices and network communications. The Customer is further responsible for keeping its network devices up to date and for following all recommendations from the respective network device manufacturers (including updating all network device operating systems and other software with all available updates and patches). The Connected Services may not be compatible with the Smart Appliances unless the Customer’s network devices are kept up to date. The Customer acknowledges that the quality of the Connected Services, as perceived by the Customer and/or Users, may depend on the network connection speed and other capacity limitations on the Internet and public communication networks.

2.6 The Customer acknowledges and agrees that the Connected Services may not be available in all countries/regions. In particular, the Connected Services will never be available for use in any Restricted Area. Before re-locating any Smart Appliances to another country/region, the Customer accordingly must ensure that the Connected Services will be available in such country/region.

2.7 EPR may engage subcontractors for the supply of the Connected Services, including for processing and storage of Product and Service Data.

2.8 The Customer shall inform EPR of any sale or other transfer of ownership to, or control over, the Smart Appliances to a third party. EPR may, at its discretion and upon the Customer’s request, accept an assignment of the Agreement to such third party. Where the Agreement is not assigned to the third party, the Customer will be liable for payments of any remaining fees during the remainder of the Term of the Agreement.

2.9 EPR may temporarily suspend or restrict a User’s and/or the Customer’s access to the Connected Services, (a) in the case of the User’s or the Customer’s breach of the Agreement or the applicable Terms of Use, (b) in the case of security risks or if the supply of the Connected Services may imply risks of damage to the Connected Services, the Customer or the Smart Appliances, or other customers or other third parties, or (c) in case of the Customer’s failure to timely pay the agreed fees for the Connected Services. The Customer shall be notified as soon as possible by such suspension or limitation of access to the Connected Services, and the suspension or limitation shall cease to apply when the circumstance that has caused the suspension or limitation has ended. Where the circumstance has lasted for more than thirty (30) days, EPR may terminate the Customer’s access to the Connected Services permanently and terminate the Agreement with immediate effect.

2.10 Product and Service Data will be made accessible to the Customer on the Connected Services platform, in the format and with the content as applicable from time to time. Subject to separate written agreement, the Parties may however also agree that EPR (or any of its Affiliates) shall integrate the Connected Services with the Customer’s own software platform, or a Solution Provider’s software platform (in order to provide related Product and Service Data to the Customer and/or the Solution Provider providing services to the Customer). EPR will in such case provide necessary APIs (to be agreed with the Customer), to enable the Customer and/or the Solution Provider to develop such integrations by use of the APIs. Any such arrangement shall be documented by written agreement, and be conditional on (i) EPR being entitled to reasonable compensation from Customer for making the Product and Service Data available to the Customer and/or the Solution Provider, and (ii) the Customer, and where relevant also the Solution Provider, as applicable, accepting to be bound by the API Terms of Use, as applicable from time to time. The Customer acknowledges and agrees that EPR or its Affiliates (where applicable) will have no liability for the proper functioning of any such integrations, and accordingly will not be liable for any failure of the Connected Services to work properly, or any failure in the transfer of Product and Service Data, by use of any such integrations. Where the Customer desires to grant a Service Provider access to Product and Service Data (otherwise than granting access to an Authorized Service Partner supplying Updates, or other technical support and maintenance of the Smart Appliances), for the purpose of such Service Provider providing services to the Customer, the Customer will grant such access at its own risk and EPR will not be liable for the Product and Service Data, the integration or communication with any Service Provider systems or services, or the processing of the Product and Service Data by the Service Provider.

2.11 In the case and to the extent the Customer has accepted applicable terms with a Payment Service Provider, for the access and use of Payment Services in connection with the Connected Services, the Customer acknowledges and agrees to the following:

(a) EPR and/or its Affiliates (where applicable) provide the Connected Services and the Payment App only as a platform to host and support payment functionality. EPR will not be involved in the transfer of funds, payment, or other monies from the Customer’s bank account or other financial account to Payment App Users’ bank account or other financial account. The Payment Services are solely provided by either a Payment Service Provider and/or other third-parties (as may applicable) with which the Customer is required to contractually agree separately for the supply of Payment Services.
(b) Any Payment App User will be required to register a user account with the Customer in order to use the Payment App and to be able to book and pay for the laundry services provided by the Customer (“Prepaid Laundry Services”). The Customer is solely responsible for the provision of Prepaid Laundry Services to Payment App Users. EPR and/or its Affiliates have no responsibilities whatsoever for the provision of Prepaid Laundry Services.
(c) The relationship (contractual or otherwise) for the supply of Prepaid Laundry Services is between the Customer and Payment App Users, and Payment App Users’ funds are always transferred to and received by the Customer’s account with the Payment Service Provider and will never be transferred to or through an account held by EPR and/or its Affiliates. Therefore, the Customer is solely responsible for any right, claim, or complaints by Payment App Users to a refund, remittance, or other return of money of any kind, including the refund of any unused pre-funded balance that remains upon termination and/or expiration of any Payment App User’s relationship with the Customer (collectively, a “Refund”), data subject access requests under Applicable Laws, or other complaints that arises with respect to the Customer’s supply of Prepaid Laundry Services to Payment App Users. EPR’s and/or its Affiliates’ (where applicable) sole responsibility will only be to update the balance on Payment App Users’ virtual wallets in a commercially reasonable time once a Refund has been processed by the Customer. EPR and/or its Affiliates (where applicable) have no other liabilities or obligations whatsoever with respect to Prepaid Laundry Services.

3.1 EPR grants to the Customer a non-exclusive, revocable and non-transferable right to use the Connected Services worldwide (except for Restricted Areas) during the Term of the Agreement, in respect of the designated Smart Appliances owned or controlled by the Customer, for its own business purposes and subject to the limitations set out herein.

3.2 The use rights are granted subject to the agreed Volume Limitations set out in the Order Form. The Customer may not reduce the applicable Volume Limitations during the current Contract Period but may, subject to the payment of additional fees, add additional Users (or increase other relevant Volume Limitations) during the current Contract Period and/or decrease the number of Users (or decrease other relevant Volume Limitations) for the next upcoming Contract Period.

3.3 The Customer is entitled to sublicense the use rights granted hereunder, to (a) its Affiliates, as long as they remain Affiliates, and (b) to consultants and other third parties (including Service Providers) who need to use the Connected Services for the sole purpose of supplying services to the Customer and/or its Affiliates. All limitations on the use rights as set herein will apply also in relation to all use by any authorized sublicensee. The Customer is liable for all use and other actions by all Users, including Users of any authorized sublicensee.

3.4 EPR is entitled to supervise and audit the Customer’s use of the Connected Services for the purpose of verifying that the use is compliant with the Agreement. The Customer shall, to this effect, cooperate in good faith and provide, without delay, all necessary usage data and information requested by EPR (or an Authorized Service Provider). EPR is entitled to charge additional fees for any detected over-usage without the need for further notice.

4.1 The Customer undertakes:

(a) to only use the Connected Services in accordance with the Agreement and Applicable Laws, and for this purpose ensure that the use of the Connected Services, by all authorized Users, is in full compliance with the Agreement at all times, and that each User accepts and follows the applicable Terms of Use;
(b) to ensure that only authorized Users have access to the Connected Services, and not sublicense, grant access to, or otherwise make the Connected Services available to, any unauthorized party or to parties located, resident, domiciled or organised in a Restricted Area;
(c) to not use the Connected Services in any manner that may lead to security risks or risks of damage to the Connected Services, the Customer, the Smart Appliances, other customers, or other third parties, including but not limited by dissemination of Malicious Code; and
(d) to not (i) perform any unauthorized copying or distribution of software, code, documentation or other materials owned by the Electrolux Professional Group, (ii) interfere with or interrupt, or attempt to interfere with or interrupt the Connected Services or the operation thereof in any way, (iii) impersonate any person, business, entity, or IP address, (iv) not circumvent or break EPR’s security measures for the Connected Services, or access (or attempt to access) the Connected Services or any Smart Appliances by any means other than through the interface provided by EPR, or otherwise gain or attempt to gain unauthorized access to the Connected Services, including by reverse engineering or installing firmware not approved by EPR, (v) frame or mirror any portion of the Connected Services, or incorporate any portion of the Connected Services into any other product or service without EPR’s prior express written consent, (vi) access the Connected Services in order to build a similar or competitive service or product (except for integrations with the Customer’s own software platform (or the Solution Provider’s software platform) as set forth in Section 2.10), (vii) except as follows from mandatory legislation, reproduce or in any other way multiply, reverse-engineer, or decompile the software included in the Connected Services, (viii) use any robots, spider, applications or other automatic device or process to systematically retrieve, index, “scrape,” “data mine,” or otherwise gather data or content from the Connected Services, (ix) change, damage, or delete any content provided by EPR, (x) reproduce the Connected Services, its structure, or its presentation, without EPR’s prior written consent, or (xi) use the Connected Services for uploading or distributing any content, which may risk infringing third party Intellectual Property Rights, or which includes Malicious Code or otherwise is a security risk, or which is in violation of Applicable Laws.

4.2 The Customer shall appoint one or more contact persons, who shall be authorized to represent the Customer in relation to the Connected Services and the Agreement. The Customer shall ensure that EPR has correct and updated contact details for the contact persons at all times and shall inform EPR promptly in case of any change of contact persons.

4.3 The Customer will be responsible for the control and administration of access and permission rights in relation to all Users of the Connected Services. Users may have different authority and permission rights, e.g., as administrator Users. Each User shall have a unique, named user identity (with its own user account and a related password), unless EPR exceptionally has permitted the Customer to use generic User identities for certain identified purposes, e.g., product service and maintenance. The Customer is thereby responsible for (i) administration of User accounts, including registration of new User accounts and cancellation of expired User accounts, (ii) the usage of the Connected Services by all Users, (iii) ensuring that login credentials for each User are only used by the physical person who is the named User (unless, as set forth above, EPR has permitted the Customer to use generic User identities for certain defined purposes), and (iv) for maintaining confidentiality of login credentials, security measures, and other information provided by EPR for access to the Connected Services. The Customer shall immediately inform EPR in case of any security incidents, for example, where any unauthorized persons may have obtained access to the Connected Services.

4.4 Some Smart Appliances may be connected to multiple User accounts (“Multiple User Appliances”). For Multiple User Appliances, the first registered User account (the “Primary Account”) will have the administrative control and the rights to subsequently authorize other User accounts to connect (“Secondary Accounts”). The Primary Account may have access to certain features and functions, which may not be available for the Secondary Account. The Primary Account will be considered the main account, and all use of the Smart Appliances by any Secondary Account Users will be considered to have taken place under the Primary Account.

4.5 THE CUSTOMER WILL INDEMNIFY IN FULL AND HOLD EPR (AND ANY OF ITS AFFILIATES) AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS HARMLESS IN RELATION TO ANY THIRD PARTY CLAIMS AND ANY OTHER COST, LOSS, DAMAGE, OR ATTORNEYS’ FEES INCURRED BY EPR (AND ANY OF ITS AFFILIATES) AS A RESULT OF THE CUSTOMER’S BREACH OF ANY OF ITS OBLIGATIONS UNDER THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, BREACHES TO THE UNDERTAKINGS UNDER THIS SECTION 4.

5.1 EPR will use commercially reasonable efforts, either by itself or by instructing an Authorized Service Provider (where applicable), to provide Support and Maintenance in relation to the Connected Services, including by correcting Incidents in accordance with Section 5.4 below.

5.2 EPR’s obligations to provide Support and Maintenance will not apply during any Evaluation Term. EPR reserves the right to provide any Support and Maintenance during such Evaluation Term at its sole discretion without obligations.

5.3 The Customer can report any Incidents detected by the Customer in accordance with the routines notified by EPR from time to time. The Incident report shall describe the Incident as detailed as is reasonably possible and include necessary documentation, such as screenshots, in order for EPR to be able to make an Incident analysis.

5.4 EPR decides in its sole discretion on the manner and timing of correction of any Incidents and will correct such Incidents with the urgency required by the circumstances considering, e.g., the seriousness of the Incident and the impact on Customer. Where the Incident has no or minimal impact on the Customer, EPR reserves the right to reject correcting the Incident. Incidents may be corrected by EPR through instructions on work-arounds, or by Updates provided by EPR as per below.

5.5 EPR may, from time to time, and for the purpose of correcting Incidents or for generally updating the Smart Appliances and/or Connected Services, release Updates. The Customer agrees to receive such Updates and agrees to install, or let EPR, any of its Affiliates, or an Authorized Service Provider install (where applicable) the Updates promptly (in the Smart Appliances, or in the App, as applicable). Alternatively, such Updates may be installed automatically and remotely by EPR without notifying the Customer. If so, the Customer agrees to receive such automatic Updates and allow EPR remote access to the Smart Appliances for such purpose, and further acknowledges that certain Updates may require the Customer’s Smart Appliances to be re-set, re-started, or be temporarily unavailable for use.

5.6 EPR will not be liable for any Incidents, to the extent they are caused by: (i) the Customer or its Users not following EPR’s instructions for use of the Connected Services, (ii) any Force Majeure event, (iii) any defects in the Customer’s, User’s, or third party’s web browser, operational system or other defect in software, hardware and other equipment, or the interruption in public communication networks, or other circumstances which are due to the Customer, User or a third party, (iv) Malicious Code or other attacks on the security of the Connected Services, (v) other circumstances outside the EPR’s control, or (vi) any Incidents which only have a minor impact on the Connected Services, as determined by EPR in its sole discretion.

5.7 The Customer acknowledges and agrees that the Connected Services may become unavailable from time to time for a number of reasons, including without limitation: (a) equipment malfunction, (b) planned or unplanned maintenance measures, which may impact the uptime and/or availability of the Connected Services, whenever required for technical, operational, or security reasons, in which case EPR will aim at performing such maintenance measures quickly, to minimize downtime or other disturbances to the Connected Services, or (c) causes beyond the control of EPR and/or its Affiliates (where applicable), or which are not reasonably foreseeable, including, without limitation, interruption or failure of telecommunication or digital transmission links, Malicious Code, network congestion, Force Majeure Events, or other failures, in which event EPR will use commercially reasonable efforts to correct such unavailability.

5.8 EPR’S OBLIGATIONS TO CORRECT INCIDENTS ACCORDING TO THIS SECTION 5 SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN RELATION TO ANY INCIDENTS.

6.1 The Customer shall pay the agreed fees for the Connected Services as set out in the Order Form. The fees will, unless otherwise set forth in the Order Form, be invoiced yearly in advance from the Subscription Start Date.

6.2 In certain markets, or for certain Smart Appliances, or for other reasons decided by EPR at its sole discretion, an initial test and trial period may apply, where the Customer can use the Connected Services for testing and evaluation purposes free of charge. Any such test and trial period (hereinafter referred to as an Evaluation Term) will be specifically agreed in the Order Form, and will give the Customer the option to either terminate the Agreement after the Evaluation Term, or continue using the Connected Services after the Evaluation Term at charge against payment of agreed fees. For clarity, these GTC shall apply for the Customer’s use of the Connected Services also during any such agreed Evaluation Term.

6.3 EPR reserves the right to increase the fees for each upcoming Contract Period, and/or change the applicable commercial license model (e.g. by change of any applicable Volume Limitations), by written notification to the Customer at least four (4) months prior to the expiration of the respective Contract Period.

6.4 All prices and fees with respect to Connected Services are stated in the currency set forth in the Order Form, excluding any applicable taxes.

6.5 Payment shall be received by EPR within thirty (30) days from the invoice date.

6.6 Payment of all applicable fees is a condition for the Customer’s right to use the Connected Services under the Agreement. Paid fees will not be repaid upon the termination of the Agreement irrespective of cause, except (in case of the Customer’s termination for cause) any prepaid fees for the time period after effective termination of the Agreement.

6.7 In the event of overdue payments, EPR is entitled to 1% interest per month on any amounts remaining unpaid after their due date until paid or the maximum permitted by the Applicable Laws, and if the delay in payment is material (more than 15 days after the due date), EPR may, at its discretion, either suspend the Customer’s access and use of the Connected Services until payment has been received in full, or terminate the Agreement for cause.

7.1 General

7.1.1 The Customer acknowledges and agrees that the Electrolux Professional Group, acting as a data holder, will collect, process, and use certain Product Data and related Service Data (jointly referred to herein as Product and Service Data), collected from the Customer’s Smart Appliances by Customer’s use of the Connected Services.

7.1.2 The Customer hereby grants to EPR (including its Affiliates) an irrevocable, perpetual, worldwide, royalty-free, sublicensable, and transferable license to access and use the Product and Service Data for the purposes of: (i) supplying the Connected Services under the Agreement, including for services provided by Authorized Service Providers, (ii) product and service improvement and development purposes, (iii) support and maintenance of products and services, (iv) performance of studies and analyses of use of products and services on aggregated and individual user level, (v) training activities for the benefit of Representatives with Customer, EPR (including its Affiliates) and/or an Authorized Service Partner (where applicable), and (v) other business purposes of EPR and its Affiliates from time to time provided that EPR does not derive insights about the economic situation, assets and production methods of, or the use by, the Customer in any other manner that could undermine the commercial position of the Customer on the markets in which the Customer is active. The Customer acknowledges and agrees that EPR may transfer the Product and Service Data to, and allow access to and use of Product and Service Data by, its Affiliates, and Authorized Service Providers and other relevant third parties acting on behalf of EPR and/or its Affiliates, for the purposes set out in the foregoing.

7.2 Access to Data

7.2.1 Where data cannot be directly accessed by the Customer on the Connected Services platform, the Customer has the right to request that EPR makes the readily available Product and Service Data and related metadata that is necessary to interpret and use those Product and Service Data (“Readily Available Data”) available to the Customer, provided that:

(a) the Customer is established in the European Union,
(b) the Readily Available Data relates to the Customer’s use of (i) Smart Appliances that have been placed on the European Union market, or (ii) Connected Services that are used with Smart Appliances that have been placed on the European Union market,
(c) the request to access data is presented to EPR in writing during the Term of the Agreement or no later than thirty (30) days thereafter, and
(d) the Customer, or a third party acting on its behalf, upon EPR’s reasonable request, provides EPR with appropriate user identification necessary to verify the Customer’s entitlement to access the Readily Available Data.

7.2.2 Provided that the criteria in Section 7.2.1 (a) – (d) are fulfilled, EPR will make the Readily Available Data available to the Customer, or to a third party acting on its behalf, (i) in its native format, (ii) subject to preservation of confidentiality for any information included in the Readily Available Data that – in EPR’s reasonable opinion – constitutes trade secrets of the Electrolux Professional Group and/or rights to prohibit access for security reasons and/or other exceptions recognized by Applicable Laws, and (iii) otherwise in accordance with the requirements following from any mandatory Applicable Laws.

7.2.3 The Customer acknowledges and agrees that:

(a) the Customer, and any third party acting on its behalf, will access and use the Readily Available Data in accordance with the requirements following from Applicable Laws, including without limitation by protecting trade secrets of the Electrolux Professional Group and not using the Readily Available Data for developing connected products which compete with the Smart Appliances nor sharing the Readily Available Data with a third party with that intent, and
(b) the Customer will not use the Readily Available Data to derive insights about the economic situation, assets or production methods of EPR.

7.2.4 EPR is entitled to reasonable compensation for making the Readily Available Data available to the Customer or a third party acting on its behalf. EPR has no obligation to backup, store, or maintain Readily Available Data on behalf of the Customer after the Term and thirty (30) days thereafter.

7.3 Refined Data

Regardless of the Customer’s rights to the Readily Available Data as set forth above in this Section 7, EPR (or where relevant, its Affiliates) shall be the exclusive owner of all refined Product and Service Data (i.e. cleansed, enriched, standardized, categorized, or otherwise processed data) (“Refined Data”) and all statistics, analyses, reports, information, algorithms, software and know-how relating to Refined Data. EPR (including its Affiliates) will have the full and unlimited rights to use, and let others use, Refined Data for any purposes whatsoever.

8.1 EPR will, acting as a controller under the Applicable Laws, process certain personal data (as defined under the Applicable Laws) in relation to Users and the Customer’s contact persons for the purpose of supplying the Connected Services according to the Agreement (including Support and Maintenance) and for the administration of the contractual relationship with the Customer. EPR will process all such personal data in accordance with Applicable Laws, and in accordance with the Electrolux Professional Group’s data privacy statement and cookie policy, as available from time to time at https://www.electroluxprofessional.com/data-privacy-statement/ and https:// www.electroluxprofessional.com/ cookie-policy/.

8.2 Except for the limited processing of personal data by EPR, acting as a controller, as referred to in Section 8.1 above, each Party acknowledges and agrees that neither Party will process any personal data of the other Party. In particular, the Parties agree and acknowledge that, to the best of their knowledge and belief, the Product and Service Data will not include any personal data. If it nevertheless appears that any Product and Service Data includes personal data, each Party acknowledges and agrees that it will be liable for its own processing of any such personal data included in the Personal Data, acting as a controller under Applicable Laws (and for the avoidance of doubt, in no event will EPR act as a data processor in relation to any such personal data). If any Product and Service Data to be accessed and used by EPR (including its Affiliates) is transferred on a cross-border basis, the Parties will ensure that any such cross-border transfer is legal under Applicable Laws (with respect to any cross-border transfers of personal data, or, if applicable, with respect to any other data).

EPR will maintain appropriate information security standards in relation to the Connected Services and the related storage and processing of Product and Service Data and, further, to the extent any personal data is processed, as required under Applicable Laws. However, the Customer acknowledges and agrees that security breaches may occur when sending data over the Internet, and, accordingly, the Customer’s Product and Service Data might be read or intercepted by unauthorized third parties.

10.1 The Customer acknowledges and agrees that;

(a) EPR, its Affiliates and/or its licensors (where applicable) are the exclusive owners of the Trademarks and all Intellectual Property Rights associated with the Connected Services and Smart Appliances, including all materials contained therein such as texts, images, graphic designs, software code, inventions, content, and other materials;
(b) nothing in the Agreement shall be construed as transferring any Intellectual Property Rights in the Connected Services, the Smart Appliances or any other products or services of EPR or its Affiliates, or imply any license to use such Intellectual Property Rights, except for the limited license granted in Section 3 above;
(c) the ownership and/or licensing rights (where applicable) to the Trademarks shall vest with EPR during and after the Term of the Agreement and that the Customer shall not acquire and shall not claim any right, title or interest in or to the Trademarks by virtue of its use of Connected Services under the Agreement; and
(d) it is not entitled to acquire rights in, register, seek to register, or cause to register in, any country of the world, any trademark, trade name, service mark, or domain name being identical to, comprising, imitating or being confusingly similar to, any of the Trademarks (or any element of the same) or any other trademark or domain name owned by EPR, its Affiliates or its licensors in relation to any goods or services.

10.2 Subject to the Customer’s rights to Product and Service Data as set out in Section 7.1 above, EPR shall be the owner of any and all Intellectual Property Rights arising under the Agreement, including (but not limited) to any ideas, proposals, recommendations, suggestions, or feedback provided by the Customer in relation to the Connected Services, the Smart Appliances, or any other products or services of the Electrolux Professional Group.

10.3 The Customer acknowledges and agrees that EPR (or any of its Affiliates) has the right to publish a press release, including the Customer name and trademark, upon the execution of the Agreement, to be pre-approved by the Customer, and to refer to the Customer’s name and trademark otherwise in its marketing activities. All use of the Customer’s name and trademark in marketing activities shall be made in accordance with good business practice.

10.4 The Customer shall notify EPR in writing without delay, and shall further keep EPR informed, of any kind of actual, suspected, or threatened infringement or other claim with respect to any of the Trademarks.

11.1 All Confidential Information disclosed pursuant to the Agreement shall (a) be used by the Receiving Party exclusively for the purpose of complying with the Agreement, (b) not be distributed or disclosed by the Receiving Party to anyone except its Representatives who have a reasonable need to know of the Confidential Information and who are bound to confidentiality by their employment agreements, or otherwise on similar terms and conditions, not less stringent than as set forth in the Agreement, and (c) be treated by the Receiving Party with at least the same degree of care with regard to the protection of Confidential Information as it uses in protecting and preserving its own confidential and proprietary information of like character and importance, but not less than a reasonable degree of care. Each Party shall procure that its Representatives comply with the terms and conditions of the Agreement and is responsible for its Representatives non-compliance and/or breach hereof.

11.2 The obligations imposed by this Section 11 shall not apply to any Confidential Information which: (a) is already publicly available or becomes publicly available through no breach by the Receiving Party, (b) was known by or disclosed to the Receiving Party prior to the date of the Agreement (or earlier, if applicable, when Confidential Information was first shared in connection with the Agreement), (c) was or is independently developed by or for the Receiving Party or its Representatives, (d) was disclosed to the Receiving Party or its Representatives by a third party not under any obligation to keep such Confidential Information confidential, (e) the Receiving Party must release by mandatory law, regulation, or rules of, or contract with, any applicable stock exchange or by a government agency’s, other regulatory agency’s or court’s mandatory order or request, provided that the Receiving Party (if legally and practically possible) provides the Disclosing Party with prior notice thereof, or (f) the Disclosing Party permits to be disclosed.

11.3 Title to, and ownership of, Confidential Information, including any and all Intellectual Property Rights relating thereto shall remain with the Disclosing Party.

11.4 Upon the Disclosing Party’s written request, the Receiving Party shall return to the Disclosing Party (or at the Receiving Party’s discretion, destroy or delete) documents or materials, including electronic files and data containing or otherwise reflecting Confidential Information of the Disclosing Party and not retain any copy, duplicate, extract, or reproduction in whole or in part, provided that (i) copies of Confidential Information may be kept by a Receiving Party and its Representatives to comply with laws, internal documentation retention policies and, with respect to professional advisors, applicable professional standards and (ii) neither the Receiving Party nor any of its Representatives shall be obligated to return or destroy Confidential Information that has been saved to back-up files in accordance with its ordinary electronic back-up practices that cannot be accessed in the normal course of business. Upon request by the Disclosing Party, the Receiving Party shall certify in writing that it has fully complied with its obligations under this Section 11.

11.5 The confidentiality obligations under the Agreement shall remain in force during the Term of the Agreement and after the termination or expiration thereof.

12.1 The Agreement enters into force on the Effective Date and shall be valid until terminated or expired as set out herein.

12.2 Where the Parties have agreed on a free of charge Evaluation Term, the Agreement shall initially be valid during the Evaluation Term. Unless the Agreement is terminated by either Party during the Evaluation Term at least four (4) months prior to the expiration of the Evaluation Term, the Agreement will thereafter be automatically extended and continue to apply on an at charge basis during the Initial Term. The duration of the Evaluation Term may be extended by mutual written agreement.

12.3 Where no Evaluation Term has been agreed, or where this Agreement has been extended after the Evaluation Term as set out above, this Agreement shall be valid during the Initial Term. Each Party may terminate the Agreement by giving written notice to the other Party at least six (6) months prior to the expiration of the Initial Term, and if not terminated, the Agreement will be automatically extended in continuous Renewal Term(s), with the same notice period for each Party.

12.4 Each Party has the right to terminate the Agreement with immediate effect, by giving written notice to the other Party, if the other Party (a) commits a material breach of its obligations under the Agreement and does not remedy such material breach within thirty (30) days from the first Party’s written notice hereof (provided that such remedy is possible), or (b) is declared bankrupt, goes into liquidation, or otherwise reasonably can be presumed to be insolvent.

12.5 The Parties acknowledge and agree that if, in EPR’s reasonable opinion, the Customer is in breach of any of its obligations set out in Section 3 (License to Use), 4 (General Customer Obligations), 6 (Fees and Payment), 10 (Intellectual Property Rights) or 11 (Confidentiality), such breach shall in particular (but without limitation) be deemed a material breach of the Agreement by the Customer that will entitle EPR to terminate the Agreement with immediate effect pursuant to Section 12.2.

12.6 Upon the termination or expiration of the Agreement, (a) the Customer’s rights to use the Connected Services expire automatically, and (b) the Customer shall immediately pay all outstanding and remaining fees and other compensation during the remainder of the term of the Agreement.

12.7 Upon the termination or expiration of the Agreement, EPR may at its discretion and upon request by the Customer provide termination assistance to enable the Customer to transfer to another supplier of corresponding services. Such termination assistance will be supplied as separate professional service, at the Customer’s cost in accordance with the Service Provider’s then current price list.

12.8 Terms in the Agreement that obviously are intended to also apply after the termination or expiration of the Agreement, shall survive the termination or expiration of the Agreement, irrespective of cause.

13.1 EPR will use commercially reasonable efforts to provide the Connected Services in accordance with the Agreement. THE CONNECTED SERVICES, THE APP, AND THE PAYMENT APP ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. EPR AND ITS AFFILIATES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CONNECTED SERVICES, THE APP, AND THE PAYMENT APP, WHETHER EXPRESS OR IMPLIED, WHETHER IN CONTRACT OR AT LAW, INCLUDING BUT NOT LIMITED TO, WARRANTIES AND CONDITIONS ON QUALITY, LACK OF DEFECTS, DEFICIENCIES, INTERRUPTIONS OR DOWNTIME, FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR THE CUSTOMER’S SPECIFIC NEEDS, CORRECTNESS, OR COMPLETENESS OF THE PRODUCT AND SERVICE DATA, OR NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. EPR’S LIMITED OBLIGATION TO CORRECT INCIDENTS RELATED TO THE CONNECTED SERVICES SET OUT IN SECTION 5 ABOVE, SHALL BE EPR’S SOLE OBLIGATION AND THE CUSTOMER’S SOLE EXCLUSIVE REMEDY IN RELATION TO ANY DEFECTS, DEFICIENCIES, OR DOWNTIME IN THE CONNECTED SERVICES, THE APP, AND/OR THE PAYMENT APP.

13.2 The Customer acknowledges that even though the Connected Services may include functionality for monitoring of Smart Appliances, the Customer must not rely on the Connected Services (or any information, content, alerts, warnings, or other communications that may be displayed by the Smart Appliances or the Customer user interface for the Connected Services or otherwise generated from the Connected Services) to prevent accidents, damage, fire, leakage, injury, or other hazards or damage to the Smart Appliances, their surroundings where they are installed and operated, Users, or other third parties. EPR GIVES NO WARRANTY, REPRESENTATION, OR COVENANT, WHETHER EXPRESSED OR IMPLIED, AND DOES NOT ASSUME ANY LIABILITY WITH RESPECT TO THE CORRECTNESS AND/OR VALIDITY OF INFORMATION DISPLAYED BY THE SMART APPLIANCES OR THE CUSTOMER USER INTERFACE FOR THE CONNECTED SERVICES OR OTHERWISE GENERATED FROM THE CONNECTED SERVICES).

13.3 The Customer is liable for operating the Smart Appliances safely and to maintain its Smart Appliances in good working order in accordance with the manuals and other instructions provided by the Electrolux Professional Group from time to time. Failure to do so may result in damage to the Smart Appliances or property, bodily harm, and/or serious injury or death. EPR EXPRESSLY DISCLAIMS ANY COST, LOSS, OR DAMAGE CAUSED BY ANY FAILURE BY THE CUSTOMER TO OPERATE THE SMART APPLIANCES SAFELY AND TO MAINTAIN ITS SMART APPLIANCES IN GOOD WORKING ORDER.

14.1 UNLESS OTHERWISE STATED IN THE ORDER FORM, EPR’S (OR ANY OF ITS AFFILIATES’) TOTAL LIABILITY FOR ALL DAMAGES CAUSED TO THE CUSTOMER IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR IN ANY WAY RELATED TO THE CUSTOMER’S USE OR INABILITY TO USE THE CONNECTED SERVICES, SHALL BE LIMITED TO (A) DIRECT DAMAGE, COST, OR LOSS ONLY, AND (B) AN AMOUNT NOT EXCEEDING THE TOTAL FEES PAID BY THE CUSTOMER UNDER THE AGREEMENT FOR THE CONNECTED SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE DAMAGE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EPR (OR ANY OF ITS AFFILIATES) BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGE OF ANY KIND (INCLUDING ANY LOSS OF PROFIT, LOSS OF OR DAMAGE TO DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL OR FINANCIAL DAMAGES, LOST REVENUES, LOSS OF GOODWILL, OR OTHER LOSSES OF ANY KIND), OR FOR THE CUSTOMER’S LIABILITY TOWARDS ANY THIRD PARTY.

14.2 EPR’s liability for any loss or corruption of any Product and Service Data or other data shall be limited to its obligation to restore data from the latest available backup, in accordance with the procedures set out in the Connected Services Description. EPR does not warrant that all Product and Service Data or other data may be successfully recovered from such restoration of data. No additional compensation will be payable to the Customer in the event of any loss or corruption of any Product and Service Data or other data.

14.3 The limitations of liability set forth in this Section 14 shall not apply in relation to (a) personal injury or death caused by negligence, or (b) cost, loss or damage caused by a Party’s willful misconduct or gross negligence.

14.4 Each Party shall take all reasonable steps to mitigate its cost, loss, or damage arising in relation to any claim or action (whether for negligence, breach of contract or otherwise), which it may bring against the defaulting Party.

14.5 A Party shall, in order to retain its rights to claim damages, present, in writing, claims for damages to the other Party within six (6) months of the occurrence of the damage event.

In case a Party is delayed or prevented from performing its obligations under the Agreement due to a Force Majeure event, the Party shall have the right to postpone the agreed time for performance and be released from damages and other possible sanctions. If the Force Majeure event lasts for more than three (3) months, each Party shall be entitled to terminate the Agreement in writing without further obligations to the other Party. Each Party shall inform the other Party promptly upon the occurrence or end of any Force Majeure event.

16.1 Assignment. Neither Party may assign its rights or obligations according to the Agreement without the other Party’s prior written consent, except that EPR shall have the right to (a) assign the Agreement as a whole or in parts to an Affiliate, and (b) assign its rights to receive payment under the Agreement. EPR shall notify the Customer in writing of any assignment made pursuant to this Section 16.1.

16.2 Entire Agreement. The Agreement, including all other terms and conditions referenced herein constitutes the entire agreement between the Parties relating to the subject matter of this Agreement. and supersedes any and all prior or contemporaneous written or oral agreements or understandings between the Parties relating to such subject matter.

16.3 Severability. If any provision of the Agreement is or becomes illegal, invalid, or unenforceable, the legality, validity, and enforceability of other provisions of the Agreement will not be affected, and the provision will apply with such deletions or modifications as may be necessary to make the provision legal, valid, and enforceable.

16.4 Non-Waiver. No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right.

16.5 Variation. EPR may, at any time and at its sole discretion, amend the terms of the Agreement, with the exception of (a) the agreed fees for the current Contract Period, and (b) changes that have a material adverse effect to Customer; in order to be valid, any such amendment to the terms of the Agreement shall be notified to the Customer in writing and be signed by authorized representatives of each Party.

16.6 Electronic Communication. All references to “writing”, “notices”, and “notification,” and all related expressions shall cover electronic methods of communication (for instance, e-mail), provided that the Party relying on the communication retains acceptable evidence that the communication was sent and received.

17.1 The Agreement shall be governed and construed in all respects in accordance with the substantive laws of Sweden without regard to its principles governing conflicts of laws.

17.2 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be the English.

17.3 The arbitral proceedings are subject to strict confidentiality. All information which is produced during the arbitral proceedings, as well as decisions and arbitral awards issued in connection with the proceedings, are subject to confidentiality.