General Terms and Conditions These terms and conditions are valid for subscription and purchase of op5 Monitor and its different versions Free, Entry and Enterprise, including Extensions (further called op5 Monitor), Hardware Appliance Servers and op5 Accessories, Maintenance and Support Services and Services (further called "op5 products"), unless otherwise agreed upon, in writing, between the Customer and op5. 1. Ordering Ordering of op5 products can be made on op5's web shop and by email, mail, telephone or by fax. An order is not binding until it is confirmed in writing by op5. op5 reserves the right to change occurring errors in the information and specification of ordered op5 products. All pictures shall be viewed as illustrations only and does not imply any guaranty as to the op5 products exact appearance and character. 2. Shipping and delivery Delivery terms and conditions are Ex Works (as defined in the Incoterm 2000 EXW convention). The delivery day, when applicable, will be stated in the written confirmation of the order (see 1.2 above). For Customer guidance the delivery time for Hardware Appliance Server is approximately 10 working days and for accessories approximately 5 working days Upon Customer request op5 will arrange for transportation, including transportation insurance. All costs and expenses related to such transportation will be paid by the Customer, unless otherwise agreed upon. op5 Monitor is downloaded directly via a dedicated URL. op5 accessories can be delivered to Customers domiciled in the following countries: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom, Norway, Switzerland, USA and Russia op5 Hardware Appliance Server can be delivered to Customers domiciled in the following countries: Austria, Belgium, Denmark, Finland, France Germany, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain, Sweden, United Kingdom, Norway, USA and Switzerland. Delay of delivery: The Customer may, through a written notice to op5, cancel the order if there is a delay of delivery caused by op5 exceeding 45 days from the delivery date stated in the order confirmation (see 1.2 above). Purchased services must be utilized within 12 months from order date. 3. Price and payment All prices and fees stated are excluding VAT. In addition the Customer will pay all indirect taxes, including VAT, and other fees which arise or may arise as a result of the order. Prices and fees are subject to adjustments until the order is confirmed by op5 (see 1.2 above). Unless otherwise stated all invoices shall fall due for payment 30 days after day of invoicing. Payment made by credit card is due for payment 30 days after the order confirmation day. If payments is not received by the due date, at the latest, op5 is entitled to charge interest on overdue amounts according to an interest rate corresponding to the Riksbank's established reference interest rate applicable at all times, with an additional eight (8) percentage points or the maximum rate of interest allowed by applicable law. The subscription fee is invoiced yearly (12 months period) in advance and is calculated based on the subscription Plan: At any point in time the Customer may order an extension of the subscription. After the completion of a subscription period, the hardware appliance server shall be returned to op5. The Customer pays the fee for the return transportation. Installation services and training can be ordered separately and will be invoiced separately. 4. Contract Period and Cancellation This Agreement becomes effective on the day both parties have signed the Agreement, and it continues to be valid until the Service is concluded and approved by the Customer and the Supplier has received payment in full, by the Customer, for all receivables belonging to the Service, the parties agree on otherwise or the Agreement is cancelled, in accordance with what is stated below, or in any other way cease to exist, wholly or partly due to the regulation in this Agreement. A subscription period is by default thirty six (36) months. Support Agreement period is by default twelve (12) months. Both parties has the right to cancel the Agreement by written notice three months prior to the end of the current Agreement period. If a Agreement is not canceled in time, the contract is prolonged by intervals of twelve (12) months. Premature cancellation: The Agreement may, in the following situations, be canceled by each party for an immediate termination: if the other party significantly violates its commitments, in accordance with the Agreement and if he/she has not, within thirty (30) days after a written request, in matters where a violation may be corrected and with reference to this paragraph, taken corrective measures in order to disclose such a breach of agreement. if the counterpart cancels his/her payments, enter proceedings for company reorganization, being petitioned for or is declared bankrupt or otherwise is found to be insolvent, implying that his/her commitments, in accordance with the Agreement, will not be accurately fulfilled. Regardless of what is established in this paragraph 10, Confidentiality, shall continue to be valid after the agreement is terminated. 5. Maintenance, Support and Services Queries regarding Maintenance and Support Services and Services included in the subscription fee are managed by op5's support department via telephone, email or the support portal or via an certified op5 business partner. For support and information regarding the hardware appliance servers and accessories the Customers is referred to the respective manufacturer. op5 support terms & conditions regulates op5s support services 6. Retention of title - accessories The ownership of the accessories remains with op5 until fully paid. Until the ownership has passed to the Customer it is the responsibility of the Customer to take proper care of the accessories, not to make any changes in them and not transfer them to anyone else without prior written consent from op5. Return rights and complaints: The Customer may return only such accessories, which op5 carry in stock and which have not been adjusted to fit specific Customer requirements. Such return will not be accepted by op5 until controlled by op5 and found to be in proper condition. Any cost related to the return transportation of the accessories will be reimbursed by the Customer. It is the Customers responsibility to control ordered accessories when delivered. Any complaint regarding found errors or defects should be made to op5 no later than ten (10) working days from the delivery day. If case of no such complaint it is considered that the Customer has accepted the delivered accessories as is. 7. Transfer The Supplier may, without the permission of the Customer's approval, transfer the right to obtain payment, in accordance with the Agreement. The party may, without the approval of the other party, transfer the Agreement to another company within the Group, of which the party belongs to at the time of the Agreement's establishment. If the new party does not fulfill the commitments, in accordance with these general terms and conditions, the original party is liable for the fulfillment of the commitment. In addition to what is stated above, a party may not, without the other party's written consent, transfer the Agreements or rights and liabilities, in accordance with these general terms and conditions. The Supplier may, through a written notification to, but without the requirement of an approval from the Customer, transfer this Agreement to an op5 Partner, always with the condition that the Supplier shall continue to be liable to the Customer, for all the obligations and commitments that are stated in this Agreement. 8. Force Majeure In any of the parties ("Summon Party") is prevented to fulfill their commitments (other than payment obligation) in accordance with this Agreement (or if they become delayed) due to circumstances other than the party's reasonable control and which could reasonably not be predicted at the time when this Agreement was entered into (Force Majeure relations) the Summoned Party shall not be deemed to have committed a breach of contract in accordance with this Agreement, and not be liable to fulfill such commitments until the Force Majeure relations cease to exist. In the event that the Force Majeure condition will last longer than a three (3) month period, the non Summoned party be entitled to cancel this Agreement. Such a cancellation shall not affect the rights and obligations which the parties have committed to at the time of the cancellation. 9. Entire agreement and amendments This Agreement, including its attachments, comprises the parties' entire agreement regarding the subject matter of the same and all the written and verbal commitments and promises which are preceded in the Agreement are replaced by this Agreement with its attachments. No other additions or changes of this Agreement or any of the attachments to the same shall be valid or binding unless it is not performed in writing or via email and has been confirmed by authorized representative for both parties. 10. Confidentiality None of the parties may, during the valid period of these license terms and conditions, without the approval of the other party, distribute documentation or in any other way reproduce statements, information, etc, which pertain to products or internal relations with the counterpart, to other extent than what is reasonably required in order to fulfill the Agreement. It is incumbent upon the party to take proper measures in order to ensure that such confidentiality is observed. Confidentiality does not pertain to such information that the party can prove is commonly known or which has been introduced to the party in other ways than through the Agreement. In addition, confidentiality is not relevant when a party is obligated, by law, to provide information. Confidentiality does not pertain to op5 referring to which customers are using op5 products and services. 11. Limitation of liability With reservation for section 11.3 below, the Supplier shall have no liability towards the Customer in terms of loss of data, production, interest, income, profits, business operation, agreements, expected profits, Support Services goodwill or business opportunities or other party's indirect financial or subsequent damage, even if the loss or damage could have been reasonably anticipated or the Supplier has noted the possibility that such loss or damage could arise. With the exception of what is stated in section 11.3 below, the Supplier's total liability towards the Customer shall be limited to an amount equivalent to one hundred percent (100%) of those fees paid by the Custom Applicable law and arbitrations during the previous twelve month period, regardless of whether the Customer's demands are based on a breach of the Agreement, negligence or other. In addition to what is stated in section 11.2 above, the Supplier's liability towards the Customer, for each Service performed, shall be limited to an amount equivalent to twenty (20) percent of the total price of such Service, regardless if the Customers claim is based on breach of contract, negligence, or other. The Customer shall, in order not to lose the right to claim damages, submit the claim for damages no later than three (3) months form the date the Customer became aware of the foundation for the claim. op5 take no responsibility to ensure that users acquire valid licenses for third party software or services integrated with op5s products. 12. Applicable law and arbitration This Agreement, and the interpretation thereof, shall be subject to Swedish material law, with exception to regulations regarding a conflict of laws. All conflicts which arise due to this Agreement, not withstanding the paragraphs 12.3 and 12.6, (including, without limitation to its validity, interpretation and applicability) shall finally be determined through binding arbitration in accordance with the Regulations set out by the Stockholm Chamber of Commerce's Arbitration Institute (SCC). The Arbitration Institute shall be comprised of three arbitrators, of whom the Customer and the Supplier should appoint one each. The appointed arbitrators shall, together, appoint the third arbitrator who shall serve as the chairman of the arbitration board. Without restrictions to the paragraph 12.2, the SCC is entitled to decide, taken into consideration the complexity and value of the case and other circumstances, that a certain SCC's attributable dispute shall be determined through the binding arbitration, in accordance with the SCC's Regulations for Expedited Arbitration. The arbitration proceedings shall take place in Stockholm, Sweden. The arbitration proceedings shall be conducted in Swedish. Without restrictions, from the above statement, the parties agree that the Swedish Courts shall be authorized to take measures in case of default in non- disputable claims. 13. Notifications All notifications, which shall be exchanged between the parties in accordance with the Agreement, shall be delivered through a courier service, per mail, via fax or via electronic mail at the receiving party's most recently known address. Notifications sent through a courier service shall be deemed as having reached the receiving party when the delivery note has been signed, messages sent through registered mail shall be deemed as having reached the receiving party no later than the seventh day after the mailing and notifications sent via fax or via electronic mail shall be deemed as having reached the receiving party immediately after a confirmation of a received mail. In addition, the Supplier reserves the right to submit notifications, which affect other parties than the Customer, to one of the Supplier's specified email addresses. 14. op5 Subscription Plan The op5 Subscription Plan consists of the combination of the purchased or subscribed number of monitored objects within the plan. In the case of integration with 3rd party services or software, the user is responsible to ensure that a valid license is used: Google Maps requires a valid license and API key http://code.google.com/apis/maps/terms.html. 15. op5 Enterprise Open Source op5 combines own code with a range of Open Source projects available today into a single packages. The op5 Monitor framework i.e. op5 Monitor is released under a commercial license and contain some code used that cannot be released under an OSS license. The license referres to the complete product i.e includes: The applicable op5 Products The applicable op5 Support packages Full compliance with op5 General Terms & Conditions and op5 Support Terms & Conditions. 16. Proprietary Rights You acknowledge op5 Trademark Policy You acknowledge op5 Privacy Policy 17. Support Services op5 support terms & conditions regulates op5s support services.