GENERAL TERMS AND CONDITIONS

1. GENERAL

1.1 These general terms and conditions (the "Terms") shall apply to brand and design services and other services (the "Services") provided by Affairs Creative Services Stockholm AB (559211-7328), Karlavägen 5, 114 24 Stockholm ("Affairs") to the customer ordering the Services from Affairs (the "Customer"), unless otherwise agreed.

1.2 Affairs and the Customer are individually referred to as "Party" and collectively "Parties".

1.3 These Terms shall become binding between the Parties by the Customer agreeing to an order for the Services, e.g. by way of signing an offer, quote or brief made available to the Customer by Affairs or by confirming an order in writing, e.g. by email (the "Order").

1.4 Unless otherwise agreed, the Services are provided under a defined project (the "Project"), which shall include a project plan (including an indicative time plan), price for the Project and specification of deliverables to be delivered (if any) under the Project (the "Project Specification").

1.5 In the event of a conflict between these Terms and the Order (including any other agreements made between the Parties in connection with the Order regarding the subject-matter hereof), or appendices to these Terms, the Order shall prevail.

2. PROVISION OF THE SERVICES

2.1 Affairs shall perform the Services in accordance with the Order and the Project Specification as applicable, in a professional and workmanlike manner, using resources of adequate competence and experience. Although Affairs will strive to ensure consistency in the use of resources throughout the Project, the resources used may be changed by Affairs from time to time as Affairs sees fit.

2.2 If the Parties have expressly agreed in writing that the Services shall be performed by a named resource, Affairs may not replace such resource without the Customer's approval in advance. Such approval may not be unreasonable withheld or delayed by the Customer. However, Affairs shall have the right to replace a named resource in case of termination of Affair's agreement with the resource, long-term sickness, parental leave or similar reason.

2.3 Affairs shall comply with all laws and regulations applicable to Affairs as a company or applicable in its capacity as a supplier of the Services.

2.4 Affairs may engage sub-contractors for the provision of all or parts of the Services without the prior consent of the Customer. Affairs shall be liable for the sub-contractor's work as for its own.

3. CUSTOMER OBLIGATIONS

3.1 In order for Affairs to perform its obligations under these Term, and in addition to the actions and responsibilities specified elsewhere in these Terms or in the Order, Customer is responsible to:

(a) provide clear instructions and guidelines to be adhered to by Affairs in providing the Services, as well as pictures other media as well as other assets and material which the Customer wishes to be included in any deliverable;

(b) in connection with the establishment of the delivery of the Project, provide onboarding to resources (if relevant);

(c) provide information about the conditions and circumstances of the Customer and its group of companies (if relevant) that are necessary in order for Affairs to perform the Services; and

(d) perform its agreed customer commitments with adequate resources of appropriate qualifications and skills.

3.2 If Affairs is of the opinion that the Customer (or a third party for whom the Customer is responsible) has not fulfilled a commitment for which the Customer is responsible, Affairs shall inform the Customer thereof.

3.3 Provided that Affairs has informed the Customer in accordance with Section 3.2, Affairs shall be entitled to compensation for any additional direct cost incurred by Affairs due to non-fulfilment of the Customer's obligations.

4. COMPENSATION AND PAYMENT TERMS

4.1 The Customer shall pay the price for the Project (including compensation for personnel and subcontractors, and material, licenses, etc.) specified in the Order (the "Project Price").

4.2 Additional work outside of the scope of the Project Specification, or work conducted by Affairs without a pre-defined Project Price (see Section 4.1 above), shall be charged on a time and material basis at the standard rates applied by Affairs from time to time, unless otherwise agreed. Additional charges and expenses incurred Affairs in the performance of the Services, such as travel costs and costs for the use of couriers, will be charged the Customer. All charges and expenses will be charged the Customer with ten (10) % surcharge. All charges and expenses exceeding SEK 5,000 must be pre-approved by the Customer in writing.

4.3 The Project Price shall, unless otherwise agreed, be invoiced the Customer with (i) fifty (50) % at the date of the Order, and (ii) fifty (50) % (plus any additional charges and expenses) at the date of completion of the Project. All other work, charge, expenses and costs will be charged monthly in arrears.

4.4 All amounts are stated in SEK, exclusive of VAT and other taxes and/or duties.

4.5 The Customer shall pay each invoice within twenty (20) days upon receipt of the invoice from Affairs. An interest on delayed payment shall be paid on the sum overdue until payment is made at eight (8) % per month, plus expenses for collection of the overdue amount. Furthermore, and without limiting other rights set out in these Terms, Affairs shall be entitled to suspend its performance of its obligations under these Terms until payment is received, provided that Affairs at least two (2) days in advance has provided the Customer with a written payment reminder.

4.6 Customer shall provide Affairs the following invoicing information: (i) full company name, invoice recipient and address; (ii) contact/reference person and e-mail address; and (iii) PO numbers or special markings required (if any).

5. INTELLECTUAL PROPERTY RIGHTS

5.1 All intellectual property rights belonging to a Party before entering into the Order will be retained by that Party.

5.2 Subject to Section 5.3, all intellectual property rights included in any deliverables and other results of the Services provided to the Customer under these Terms, shall belong to the Customer.

5.3 Unless otherwise expressly agreed in writing, the Customer shall obtain all relevant rights from third parties in the material provided by Customer to Affairs, or expressly referred to by the Customer, for the purpose of being included in Affairs' deliveries hereunder to the Customer (e.g. pictures that are to be included in deliverables).

5.4 To the extent Customer provides, or requires Affairs to use, any intellectual property rights of the Customer in providing the Services to the Customer, Affairs (including its sub-contractors) is hereby granted, at no additional fee, a limited and non-exclusive right to use, modify and sub-license to its sub-contractors (subject to Section 2.4) such intellectual property rights as relevant to provide the Services, including to produce deliverables.

5.5 Each Party (the "Indemnifying Party") shall indemnify, defend and hold the other Party (the "Indemnified Party") harmless from all claims, actions, liabilities, damages, reasonable costs and expenses, including legal fees, which arise from a third party claiming that the Indemnified Party's use of material (or part thereof) made available by the Indemnifying Party under these Terms infringes such third party's rights. Notwithstanding the foregoing, Affairs shall not be responsible for any claim made by a third party that relates to the Customer's use of material referenced in Section 5.3 in violation of the rights and limitations applicable to such use.

5.6 The Indemnified Party must inform the Indemnifying Party about the claim as soon as possible. The Indemnifying Party shall have the right to take over the handling of the case (in both legal and non-legal matters), as well as any negotiations that may relate to such claim.

5.7 The Indemnifying Party has no obligation under Section 5.5 to the extent the claim arises as a result of (i) any use by the Indemnified Party of material in combination with any item not provided by the Indemnifying Party, (ii) the use by the Indemnified Party of the material in a manner not reasonably intended or (iii) an alteration of the material by the Indemnified Party.

6. CONFIDENTIALITY

6.1 Each Party undertakes not to disclose any information concerning the Project, the content of the Order or these Terms, or related to the other Party's business, of a nature that would normally be regarded as a business or professional secret, whether or not it is stated to be confidential and which is not in the public domain unless: (i) such Party is requested or required to do so by law or court order; (ii) such disclosure has been consented to by the other Party in writing; or (iii) the information is disclosed to its representatives who make no other use of the information than for assisting the Party and who are bound by a duty of confidence corresponding to this Section 6.1 and which applies to any information disclosed. For the avoidance of doubt, Affairs is entitled to share confidential information pursuant to this Section 6.1 with sub-contractors assisting in the provision of Services under these Terms.

6.2 Notwithstanding Section 6.1, Affairs may refer to the Customer as its customer in marketing material.

7. PERSONAL DATA

7.1 In relation to the Project, each Party will process personal data (e.g. name and contact details) related to the other Party's employees/consultants that are contact persons or otherwise involved in the delivery of the Services. Each Party is data controller for such data processing and undertakes to comply with the EU Regulation 2016/679.

7.2 In the event that any of the Parties would process personal data as a data processor on behalf of the other Party, the Parties shall enter into a separate data processing agreement that meets the requirements set out in applicable data protection legislation.

8. LIABILITY AND LIMITATION OF LIABILITY

8.1 Each Party shall compensate the other Party for damages suffered due to a breach of the first Party's obligations under these Terms.

8.2 In no event shall either Party be liable to the other Party for indirect or consequential damages, including but not limited to, loss of production, business, investment, revenue and goodwill. The liability of either Party under these Terms during a contract year (commencing on the effective date) shall be limited to fifty (50) % of the amount of the Project Price paid under these Terms during the twelve (12) months' period preceding the claim.

8.3 Without limiting the generality of Sections 8.1-8.2, claims for compensation under these Terms must be brought within six (6) months after the Party discovers or should have discovered the basis for the claim, but no later than twelve (12) months after the work or the harmful action has been performed.

9. FORCE MAJEURE

9.1 Neither Party shall be liable for any default or delay in the performance of its obligations under these Terms if and to the extent the default or delay is caused, directly or indirectly, by fire, flood, elements of nature, acts of war, terrorism or civil unrest or any other similar extraordinary cause beyond the reasonable control of the Party. In such event, the non-performing Party is excused from further performance for as long as such circumstances prevail, and the Party continues to use its commercially reasonable efforts to recommence performance.

9.2 Each Party shall immediately notify the other Party of a force majeure situation that prevents the former Party to fulfil its obligations under these Terms. If, due to force majeure, performance of the affected delivery is, to a material extent, prevented for three (3) months or longer, the Party has the right to terminate the delivery in question in writing.

10. CHANGES TO SCOPE OF PROJECT AND THE SERVICES

10.1 The Customer may at any time request changes to the Project and the Services to be performed under these Terms.

10.2 Changes to the scope of the Project and the Services, including additional work or modifications of the Services, are only valid where they are made in writing (e.g. via e-mail) by authorized representatives of the Parties pursuant to Section 12.3 below. Requests of Services which are not to be considered as a change to the Project or the Service are to be considered as a new Order to which these Terms shall apply, unless otherwise agreed.

10.3 Additional costs arising out of a change request from the Customer will be invoiced separately. When the scope of the Project or the Services is changed, the Project Specification (including the indicative time plan) must be adjusted to the extent required by the nature and scope of the change.

11. TERM AND TERMINATION

11.1 The Order shall enter into force upon the Customer's acceptance of the Order and shall remain in force until the Project is finalized.

11.2 In the event the Project is ended early due to circumstances on the Customer's side, the Customer shall reimburse Affairs for work which has already been performed and for any expenses, additional costs, taxes and other charges arising from such early termination. Unless otherwise explicitly agreed between the Parties, such costs may include Affairs' costs that are chargeable by third parties and charges for reallocating resources that have been planned to carry out work in relation to the Project after the date of termination.

11.3 In the event a photo, film or other media production is cancelled due to circumstances on the Customer's side less than seven (7) working days before the agreed production date, Affairs is entitled to fifty (50) percent of the agreed total price for the Project, provided that Affairs is not charged a greater amount by relevant third parties (in which case the Customer shall fully compensate Affairs for the total amount). If a photo, film or other media production is cancelled less than forty-eight (48) hours before the agreed production time, Affairs is entitled to one hundred (100) percent of the fees for such production.

11.4 In addition to the above, each Party may terminate the Order with immediate effect by giving notice to the other Party if:

(a) such Party commits a material breach, and fails to remedy such breach (in case such breach is capable of remedy) within 30 days of notice from the other Party specifying the breach; or

(b) such Party is declared bankrupt, enters into liquidation, commences composition or restructuring proceedings or arrangements with a major part of its creditors or otherwise is or becomes insolvent.

11.5 Any section of these Terms, which by its wording or nature imposes an obligation after termination of these Terms, shall survive the termination of these Terms.

12. MISCELLANEOUS

12.1 These Terms constitute the entire understanding between the Parties regarding the subject matter hereof and supersedes any and all prior negotiations, agreements and understandings on the subject matters hereof, whether written or oral.

12.2 Neither Party may assign any of its rights or obligations under these Terms in whole or in part without the other Party's prior written consent, provided that Affairs may assign its rights and obligations in whole or in part to an affiliate of Affairs.

12.3 All notices related to these Terms shall be delivered personally, mailed by registered or certified mail, or emailed to the address set out in the Order or to the other Party's representative which has been agreed between the Parties in writing.

13. GOVERNING LAW AND DISPUTE REGULATION

13.1 These Terms shall be governed by and construed in accordance with the substantive laws of Sweden.

13.2 Any dispute in connection with these Terms, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Rules for Expedited Arbitrations shall apply. The tribunal shall be composed of one arbitrator. The language to be used in the arbitral proceedings shall be Swedish.

13.3 The Parties undertake and agree that any arbitral proceedings conducted hereunder will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings.