Terms

1 Introduction and background

1.1 These general terms and conditions ("General Terms") govern use of the Onefin Treasury SaaS service ("the Service"). The Service is provided by Onefin AB, org. no. 559130-3846 ("Onefin"). Access to the Service is purchased directly from Onefin. These General Terms apply between Onefin and you as customer ("the Customer") and govern the parties' general obligations and rights. Only legal entities may be Customers. Onefin and the Customer are referred to below collectively as "the Parties" and individually as "a Party".

1.2 An agreement between the Parties is entered into when these General Terms have been accepted, which occurs when the Parties expressly accept an order confirmation or other agreement in writing, digitally or physically, and which together with these General Terms constitutes the parties' agreement ("the Agreement"). Any deviating contractual terms from these General Terms must be expressly specified in an order confirmation signed by both Parties or in separate terms for the Service in order to be valid. Special contractual terms may apply to add-on services to the Service.

2 Provision of the Service

2.1 The Service is provided to the Customer via the internet as Software-as-a-Service (SaaS), whereby the Customer purchases a subscription for the Service that is made available to the Customer online.

2.2 The Customer receives a limited, terminable, non-exclusive and non-transferable licence to use the Service in accordance with the Agreement for the Customer's internal business operations against payment of fees according to the price list in force at any time, unless another price is agreed in the Agreement. Payment of fees and fulfilment of the Agreement is a necessary precondition for the right to use the Service.

2.3 The Service is provided as is. The right to use the Service is not conditional on, or dependent on, any particular version or functionality at any particular time, but gives access to and the right to use the Service as provided at any given time. Provision of the Service is not conditional on delivery of future versions or functionalities.

2.4 Onefin reserves the right at its sole discretion to make improvements, additions and changes, or to remove functionalities, or to correct errors or defects in the Service. Onefin disclaims liability arising from such measures. If such a change, contrary to expectation, disables essential functions or permanently removes a function that constitutes an essential part of the Service, the Customer is entitled to terminate the subscription for the Service and the Agreement between the Parties by written notice to Onefin, provided that the Customer's written termination has reached Onefin no later than thirty (30) days from when the Customer noticed or ought to have noticed the change to the Service. The Customer is then entitled to proportional reimbursement of prepaid fees for the parts of the Service affected.

2.5 The Customer is responsible for procuring, clearing rights to and importing the information the Customer intends to process in the Service ("Customer Data"). If the Customer wishes Onefin's help importing Customer Data, this is done pursuant to a separate agreement and against an ongoing consulting fee according to the applicable price list.

2.6 Onefin is entitled to engage subcontractors for fulfilment of Onefin's commitments. Onefin is responsible for subcontractor work as for its own.

2.7 Onefin is entitled to provide all or part of the Service from another country within the EU, provided that Onefin otherwise fulfils the terms of the Agreement.

3 Right of use

3.1 The Service may only be used during the subscription period: (i) to process loan information for the legal entity that is the Customer, and not for any other natural or legal person; and (ii) for the number of users for which the Customer has purchased a subscription. The Customer may purchase additional rights for more users to use the Service according to the price list or agreement in force at any time.

3.2 The Customer undertakes to: (a) follow the user instructions for the Service provided by Onefin; (b) procure and maintain all equipment and associated services needed to connect to, access or otherwise use the Service, including but not limited to internet connection, hardware, operating system and the like; (c) actively and continuously contribute to identifying and minimising risks related to implementation and provision of the Service; (d) be responsible for backup of Customer Data; (e) ensure that Customer Data is free from viruses, trojans, worms or other harmful software and does not otherwise damage or adversely affect Onefin's systems or the Service; (f) ensure that the Customer's login credentials, security methods and other information that Onefin has provided the Customer for access to the Service are handled confidentially — the Customer shall immediately notify Onefin if an unauthorised person has obtained knowledge of information under this point; and (g) make payment on time in accordance with the Agreement.

3.3 Under no circumstances does the Customer have the right to, and undertakes not to, (i) transfer or assign, in whole or in part, any asset or right to use the Service to a third party (including but not limited to mergers and demergers, bankruptcy, change of ownership or control or to affiliated companies) without Onefin's prior written approval; (ii) copy, decompile, attempt to ascertain source code, methods, algorithms or procedures from the Service or otherwise engage in "reverse engineering", modify, adapt, or create new works or software based on the Service; (iii) remove, conceal or circumvent Onefin's trademarks or copyright notices in the Service; (iv) attempt to circumvent licence keys or other usage restrictions in the Service; (v) use the Service for any illegal or unauthorised purpose.

4 Service launch

4.1 Onefin shall provide the Customer with the Service from the day specified in the Agreement ("Start Date"), by Onefin providing the Customer with login credentials and/or any other instructions for the Customer's access to the Service.

4.2 The Start Date occurs when Onefin has made the necessary login credentials and any other instructions for access to the Service available to the Customer (without requiring any particular approval from the Customer).

4.3 As part of the registration process for the Service, the Customer shall register an administration account for the Service. User accounts are created and administered by the Customer. Each individual user account may not be shared or used by more than one (1) user.

5 Availability and security

5.1 The Service is normally available via the internet around the clock seven days a week. However, Onefin and its subcontractors are entitled to take measures that affect the availability of the Service if Onefin considers it necessary for technical, service, operational or security-related reasons.

5.2 Planned outages due to system maintenance are notified to the Customer in advance. Planned operational and maintenance stops are posted in the Service interface and/or on Onefin's website. Unplanned outages may occur. To the extent Onefin is responsible for, and can reasonably influence, such outages, Onefin shall endeavour to remedy the fault promptly.

5.3 Onefin is committed to providing a secure and reliable service and strives at all times to provide adequate administrative, physical and technical security measures.

5.4 If the Customer's use of the Service, in Onefin's assessment, risks causing more than minor harm to Onefin or to another Onefin customer, Onefin may shut off or restrict the Customer's access to the Service. Onefin may not take more intrusive measures in connection with this than is reasonable considering the circumstances in the individual case. The Customer shall be notified immediately of any restrictions to the Service pursuant to this Section 5.4.

6 Support

6.1 Onefin continuously develops the Service. The Customer's subscription to the Service ensures that the Customer has access to the latest version of the Service and also the right to certain support.

6.2 The Agreement gives the Customer the right to support regarding operational issues relating to the Service. The Customer shall appoint one (1) administrator/superuser who shall be the individual entitled to contact Onefin on the Customer's behalf in support matters. If Onefin makes an FAQ available, the Customer shall always seek answers there first before contacting Onefin support.

6.3 Unless otherwise agreed, Onefin provides product support via email and/or chat function in the Service interface on weekdays excluding public holidays. Onefin reserves the right to keep support closed on the day before a public holiday. Support questions are answered via email, chat function and/or telephone, and are normally answered within two business days. Support cases received are prioritised by time of receipt.

6.4 The limited support Onefin is expected to provide shall be in reasonable proportion to the Customer's subscription fee. Onefin reserves the right, provided Onefin notifies the Customer in advance, to charge a separate support fee if the Customer's requests for support, or the volume of support cases from the Customer, is unreasonable in Onefin's assessment.

7 Privacy and data processing

7.1 For processing of personal data within the Service, Onefin applies the privacy policy in force at any time, which is made available on Onefin's website. The privacy policy shall be deemed an integrated part of the Agreement between the Parties.

7.2 Onefin may collect information from use of the Service via automated data collection tools. Onefin collects and uses such information to ensure, maintain and improve products and services and for statistics and analyses of various kinds. The Customer consents to Onefin analysing Customer Data, and to Onefin, in de-identified form, in such a way that it cannot reasonably be identified that certain information belongs to the Customer, publishing such de-identified data, for example but not limited to performing and presenting benchmarking between different customers' loan terms.

7.3 Onefin does not share directly identifiable Customer Data with third parties without the Customer's express approval. From time to time, the Customer may via the Service be offered to instruct Onefin to share directly identifiable Customer Data with Onefin's partners and/or third parties, for example but not limited to requesting quotes for refinancing of the Customer's existing loans. Special terms may apply to such processing of identifiable Customer Data.

8 Remuneration, fees and payment terms

8.1 For Onefin's provision of the Service, the Customer shall against invoice pay in advance the fee for the Service and any one-time fee for launch of the Service.

8.2 Unless otherwise stated in the Agreement, fees and billing periods for the Service follow the prices made available by Onefin at any time. Subscription fees are normally charged annually in advance, unless otherwise stated. Onefin reserves the right from the start of a new calendar year, once per year, to change the price for the Service.

8.3 All remuneration under the Agreement is stated in Swedish kronor and excluding value added tax. The Customer shall make payment to Onefin within thirty (30) days from the date of receipt of invoice.

8.4 Onefin is entitled to reminder fees and to charge default interest on overdue amounts according to Section 6 of the Swedish Interest Act, and where applicable claim compensation for debt collection according to the Swedish Act (1981:739) on compensation for debt collection costs etc. (or equivalent applicable law or regulation at any time). Onefin also has the right to compensation for work and expenses arising if a claim must be pursued to arbitration, court or the Swedish Enforcement Authority because payment is not made or because the claim is disputed or for any other reason.

9 Term and termination

9.1 The subscription applies from the Start Date. Unless otherwise stated in the Agreement, the Agreement applies for twelve (12) months after the Start Date, after which the period is automatically extended by twelve (12) months at a time unless either Party terminates the Agreement in writing no later than sixty (60) days before the end of the respective contract period. Termination shall be in writing.

9.2 Upon termination of the Agreement, Onefin is entitled to deregister the Customer's login credentials for the Service.

9.3 If the Customer wishes an export of Customer Data, this shall be done before the last active subscription day. After the last active subscription day, Customer Data in the Service will be deleted and the Customer is responsible for exporting, extracting and saving the information in another way. If the Customer wishes Onefin's help exporting Customer Data, this is done against an ongoing consulting fee according to the applicable price list.

9.4 Onefin may terminate this Agreement with immediate effect if the Customer is in default of payment for the Service, is insolvent, is declared bankrupt or for other reason cannot fulfil its payment obligations or if the Customer breaches the Agreement. Onefin then has the right to shut off the Service entirely with immediate effect.

10 Limited warranty

10.1 Onefin provides a limited warranty that the Service will function substantially as described. The Parties understand that the Service and its delivery are not entirely free from errors and that improvement of the Service is an ongoing process. The Customer acknowledges that the Service is delivered as is and is used entirely at the Customer's own risk.

10.2 Onefin does not warrant that: (i) the Service meets the Customer's requirements, works correctly with the Customer's choice of equipment, system or settings, or is uninterrupted or error-free, or (ii) the calculations and other information generated through the Service are correct and free from errors. The Customer is urged to verify information presented by and generated in the Service before relying on the information. The Customer is expressly aware that calculations performed by the Customer within the Service are only forecasts based on information provided by the Customer, and that the calculations shall not be interpreted as actual future interest and amortisation costs.

10.3 If the Service does not function in accordance with the limited warranty stated above, Onefin shall at its own expense correct confirmed errors or defects in the Service. Onefin shall remedy errors in the Service reported by the Customer that materially affect the function of the Service, as soon as possible and commercially reasonable. Onefin reserves the right, however, to decide when and how an error shall be corrected and when and how a measure shall be performed.

11 Limitation of liability

11.1 Onefin is not liable for direct or indirect damage or other loss that may affect the Customer or third parties due to the Customer's use of the Service or errors or interruptions in the Service or errors in the information processed with the help of the Service. Indirect damage includes but is not limited to lost profit or savings, costs for penalty fees or fines, lost information, lost goodwill, imposed tax or costs for cover purchases.

11.2 Onefin is also not liable in any part for data confidentiality in connection with transmission of information via the internet when using the Service. Onefin is not liable for damage arising due to any security deficiencies in the Customer's data systems or as a result of errors/deficiencies in the information the Customer enters into the Service or in information and calculations generated in the Service. Onefin is not liable for loss of Customer Data or other data. Furthermore, Onefin is not liable for interruptions, regulation or disturbances in the operation of any part of the internet.

11.3 Links to websites not owned or controlled by Onefin that appear in the Service or accompanying websites or documentation are provided to the Customer solely for convenience. Onefin takes no responsibility for the accuracy of such information and/or websites.

11.4 Onefin's liability only arises if Onefin has caused the damage intentionally. Under all circumstances, Onefin's aggregate and total liability towards the Customer regarding one or more events, regardless of whether they are related or not, is always limited to half of the total amount the Customer has paid to Onefin for the Service during twelve (12) months from the date of damage. The Customer must, in order not to lose the right to damages, present a claim for damages to Onefin no later than six (6) months from the date of damage.

11.5 The Customer is aware that the limited warranty in Section 10 above and the limitation of liability in this Section 11 is a precondition for Onefin being able to provide the Service on the terms and at the prices offered to the Customer.

12 Intellectual property rights

12.1 Onefin and/or its licensors hold and/or control all rights, including intellectual property rights, to the Service and trademarks, algorithms, source code, software, documentation, manuals etc. included therein. Regarding changes, development and adaptations that Onefin carries out in accordance with this Agreement, all intellectual property rights to such development and adaptations shall vest in Onefin. Rights to any new service and/or improvements to the Service proposed by the Customer vest in Onefin.

12.2 Onefin makes no claim to intellectual property rights, or ownership of any kind, to Customer Data transferred to the Service. The Customer is responsible for ensuring that necessary rights to the information the Customer processes within the Service have been obtained from affected rights holders and that Customer Data is not affected by errors.

13 Infringement

13.1 Onefin undertakes at its own expense to defend the Customer if claims are made against the Customer for infringement of third-party intellectual property rights due to the Customer's use of the Service. Onefin also undertakes to compensate the Customer for any costs and damages that the Customer through settlement or judgment has been obliged to pay due to infringement of third-party intellectual property rights. Onefin's commitment under this section applies only provided that Onefin: (i) has been notified in writing by the Customer within a reasonable time from the Customer's receipt of a claim or legal action; and (ii) alone may design its defence against such claim or legal action and conduct settlement negotiations with such third party.

13.2 Onefin may, at its sole discretion: (i) modify the Service so that it is no longer in conflict; (ii) replace the Service with functionality corresponding to the Service; (iii) obtain a licence for the Customer's continued use of the Service; or (iv) terminate the Agreement and end the Customer's access to the Service against reimbursement of each subscription fee paid in advance for days exceeding the date of termination. The Customer is not entitled to make any other claims due to Onefin's infringement of third-party rights.

13.3 The above shall not apply if the Service has been used in breach of the Agreement or if claims arise due to modification, integration or customisation of the Service not performed by Onefin. Onefin is furthermore not responsible for third-party products for which third-party licence terms and liability rules apply, or if the Customer is in default of payment to Onefin.

13.4 The Customer shall defend Onefin against claims or proceedings where a third party has made a claim based on Customer Data, or the Customer's use of the Service being in breach of the Agreement, being in breach of or infringing the third party's right, or being in breach of applicable legislation. Onefin shall immediately notify the Customer of all such claims. The Customer shall compensate Onefin for all costs, fees, damages, expenses or losses affecting Onefin according to a settlement approved by court or judgment, including legal fees, provided that Onefin cooperates with the Customer at the Customer's expense, and gives the Customer full control over the legal process and/or settlement, and that the settlement releases Onefin from all liability and does not impose any restrictions on Onefin or its operations.

14 Confidentiality

14.1 Each Party undertakes during the contract period and for five (5) years thereafter not, without the other Party's express consent, to disclose or release to third parties such information about the other Party's operations that may be regarded as trade or professional secrets. Customer Data shall be considered confidential information.

14.2 A Party is responsible for its respective employees' and consultants' observance of the provisions stated herein and shall through confidentiality agreements with them or other appropriate measures ensure that the confidentiality of the Agreement is observed.

14.3 This confidentiality commitment shall however not apply to information that: (i) is generally known or comes to general knowledge other than through breach of this Agreement; (ii) information that a Party had in its possession before the Party received the information from the other Party; (iii) information that a Party lawfully without restrictions on the right to forward the same receives from a third party outside this contractual relationship; (iv) information that a Party is legally obliged to provide on the basis of mandatory legislation, court order or decision by another authority; (v) information that Onefin has the right to, or obtains the right to, process and disclose in accordance with Section 7 above; or (vi) information that a Party is obliged to provide and/or publish as a result of applicable stock exchange or marketplace rules.

15 Changes to terms

15.1 Changes to and additions to the Agreement between the Parties must, to be binding, be in writing and signed (digitally or physically) by each Party.

15.2 Notwithstanding Section 15.1, Onefin is entitled to make changes to these General Terms with binding effect for the Customer, provided that Onefin has notified the Customer of these changes no later than thirty (30) days before the change of terms takes effect. If the Customer does not accept the changes in accordance with the preceding sentence, the Customer has the right to terminate the Agreement with immediate effect provided that the Customer's written termination has reached Onefin no later than the day before the updated terms take effect. The Customer is entitled to proportional reimbursement of prepaid fees for the Service that will thus not be usable by the Customer.

15.3 Notwithstanding Sections 15.1 and 15.2 above, Onefin is entitled at any time to make non-material changes, editorial changes and changes that are to the benefit of the Customer without prior notice thereof to the Customer. Furthermore, Onefin always has the right to immediately make such changes and additions as are prompted by law, regulation or authority decision. For the avoidance of doubt, the Customer does not have the right to terminate the Agreement due to changes prompted by this Section 15.3.

16 Notices

16.1 Notices and information about the Service are given as a notice in the Service interface and/or on Onefin's website. The notice is deemed delivered when it has been published. Examples of notices are information about operational disruptions, upgrades and new versions, other information about the Service, support or changes to terms. Onefin may at its own discretion also send notice via email or post to the Customer. In such case the notice is deemed delivered when sent from Onefin. A notice applies immediately, unless otherwise specifically stated in the notice.

16.2 Notice from the Customer to Onefin regarding the Agreement shall primarily be sent via email to the address stated on Onefin's website. Secondarily by post to the postal address stated on Onefin's website or in the Service interface.

17 Marketing and disclosure

The Parties agree that each Party is free to disclose that the Parties have entered into an agreement for provision of the Service. The Parties grant each other a mutual right to use the counterparty's logo or other distinguishing mark in their marketing, however only in accordance with good marketing practice and in such a way that cannot reasonably be expected to cause harm to the reputation or value of the trademark. The Customer may by written notice revoke Onefin's right to use the Customer in its marketing. Onefin shall without unreasonable delay cease using the Customer in its marketing after receipt of such notice from the Customer.

18 Miscellaneous

18.1 A Party shall not have the right without the other Party's written consent to assign its rights or obligations under the Agreement. Onefin however has the right to assign its rights and/or obligations to such legal entity that directly or indirectly controls, is controlled by or is under common control with Onefin.

18.2 The Agreement constitutes the Parties' complete regulation of all matters concerning the Service and replaces all written or oral commitments, representations and agreements that preceded the applicable Service.

18.3 Should any provision in the Agreement between the Parties be invalid, this shall not mean that the Agreement or the provision in its entirety is invalid. Instead the Parties shall adjust the Agreement or the provision, as far as possible, to give effect to the intent of the Agreement between the Parties. If the Parties cannot agree on amendment of a provision that is invalid, such provision shall be deemed deleted and the remaining agreed provisions shall continue to apply.

19 Applicable law and dispute

19.1 The Agreement between the Parties shall in all respects be interpreted and applied in accordance with Swedish law.

19.2 Disputes arising in connection with the Agreement shall be finally settled by arbitration according to the Rules for Expedited Arbitration of the Stockholm Chamber of Commerce. The arbitration shall take place in Stockholm. The language of the proceedings shall be Swedish.

19.3 Arbitration initiated with reference to this arbitration clause is subject to confidentiality. Confidentiality covers all information disclosed during the proceedings as well as decisions or awards rendered in connection with the proceedings. Information covered by confidentiality may not in any form be forwarded to third parties without the other Party's written consent. A Party shall however not be prevented from forwarding such information to best safeguard its rights against the other Party due to the dispute, or if a Party according to statute, regulation, authority decision, stock exchange contract or equivalent is obliged to provide such information.

19.4 If the Agreement, or part thereof, is assigned to a third party, such third party shall automatically be bound by this arbitration clause.