Terms of Service

AI Consulting Services:

• AI strategy development and roadmap planning
• Large Language Model (LLM) implementation and integration
• Retrieval-Augmented Generation (RAG) system design and deployment
• Custom AI model development and fine-tuning
• AI-powered automation and workflow optimization
• Discovery workshops and proof-of-concept development

Software Development Services:

• Full-stack web application development
• Mobile application development
• API design and development (REST, GraphQL)
• Database architecture and optimization
• Cloud infrastructure setup and management
• Legacy system modernization

Team Augmentation Services:

• Embedded AI and software developers
• Full-stack development resources
• Technical project management
• Short-term and long-term engagements
• Remote and on-site collaboration options
• Seamless integration with existing teams

Cooperation and Communication:

• Provide timely responses to requests for information, feedback, and approvals
• Designate a primary point of contact with decision-making authority
• Participate in scheduled meetings and project reviews
• Communicate any changes in requirements or priorities promptly

Resources and Access:

• Provide necessary access to systems, data, and tools required for service delivery
• Ensure appropriate licenses for any third-party software or services
• Grant necessary permissions and credentials in a secure manner
• Maintain backups of critical data and systems

Legal and Compliance:

• Ensure all provided materials do not infringe on third-party rights
• Comply with applicable laws and regulations in your jurisdiction
• Obtain necessary consents for data processing activities
• Maintain appropriate insurance coverage for your business operations

Payment Obligations:

• Pay invoices within the agreed payment terms
• Provide accurate billing information
• Notify us immediately of any billing discrepancies
• Bear responsibility for any applicable taxes in your jurisdiction

Client-Owned Materials:

All intellectual property rights in materials, data, and content provided by the Client remain the exclusive property of the Client. Nordic Oculus is granted a limited, non-exclusive license to use such materials solely for the purpose of providing the agreed services.

Custom Deliverables:

Unless otherwise specified in a Service Agreement, all custom software, code, documentation, and other deliverables created specifically for the Client shall become the Client's property upon full payment of all outstanding invoices. Nordic Oculus will execute any reasonable documents necessary to effectuate such transfer of ownership.

Nordic Oculus Proprietary Materials:

Nordic Oculus retains all rights to:

• Pre-existing intellectual property, tools, methodologies, and frameworks
• General knowledge, skills, and experience gained during the engagement
• Improvements to our proprietary tools and methodologies
• Non-confidential ideas and concepts of general application

Open Source Components:

Any open-source software incorporated into deliverables will be clearly identified and remains subject to its respective open-source license terms. The Client agrees to comply with all applicable open-source license requirements.

Feedback and Suggestions:

Any feedback, suggestions, or ideas provided by either party regarding the services or deliverables may be freely used by the other party without any obligation or compensation.

Definition of Confidential Information:

Confidential Information includes all non-public information disclosed by either party, including but not limited to:

• Business strategies, plans, and projections
• Technical data, source code, and algorithms
• Customer lists and pricing information
• Financial information and trade secrets
• Any information marked as "Confidential" or that would reasonably be considered confidential

Obligations:

Each party agrees to:

• Maintain the confidentiality of all Confidential Information
• Not disclose Confidential Information to third parties without prior written consent
• Use Confidential Information solely for the purpose of performing under this Agreement
• Protect Confidential Information with the same degree of care used for its own confidential information
• Limit access to Confidential Information to employees and contractors with a need to know

Exceptions:

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this Agreement
• Was rightfully known before receipt from the disclosing party
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without confidentiality restrictions
• Must be disclosed by law or court order (with prompt notice to the other party)

Duration:

Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except for trade secrets which shall remain confidential indefinitely.

Standard Payment Terms:

Unless otherwise agreed in writing:

• Payment is due within thirty (30) days from the invoice date
• Invoices are issued monthly in arrears for time and materials engagements
• Fixed-price projects are invoiced according to agreed milestones
• All prices are quoted in Swedish Kronor (SEK) unless otherwise specified
• Value Added Tax (VAT) will be added at the applicable Swedish rate

Invoicing Details:

All invoices will include:

• Detailed description of services provided
• Time records for hourly engagements
• Applicable VAT and other taxes
• Payment instructions and banking details
• Reference to relevant Service Agreement or Purchase Order

Late Payment Consequences:

In accordance with Swedish law (Räntelagen):

• Late payment interest of 8% plus the reference rate set by Riksbanken
• Reminder fee of 60 SEK per reminder (up to three reminders)
• Right to suspend services after 15 days written notice
• Recovery of reasonable collection costs
• Potential transfer to debt collection after 60 days

Disputed Invoices:

If you dispute any invoice:

• Notify us in writing within 10 days of receipt
• Provide detailed reasons for the dispute
• Pay any undisputed portion within normal terms
• Work collaboratively to resolve disputes within 30 days

Expenses and Additional Costs:

Unless otherwise agreed, the Client will reimburse reasonable expenses including:

• Travel costs for on-site work (economy class)
• Accommodation for overnight stays
• Third-party software licenses required for the project
• Other pre-approved project-specific expenses

Limitation of Liability:

Except for breaches of confidentiality, gross negligence, or willful misconduct:

• Nordic Oculus's total liability under this Agreement shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim
• For fixed-price projects, liability is limited to the total project value
• For ongoing services, liability is limited to three (3) months of average fees

Exclusion of Consequential Damages:

Neither party shall be liable for:

• Indirect, incidental, special, or consequential damages
• Loss of profits, revenue, or business opportunities
• Loss of data or cost of data recovery
• Damage to reputation or goodwill
• Any damages arising from third-party claims

Warranties and Disclaimers:

Nordic Oculus warrants that:

• Services will be performed in a professional and workmanlike manner
• Services will materially conform to agreed specifications
• We have the right to provide the services offered

However, we do not warrant that services will be error-free or uninterrupted, and all other warranties are disclaimed to the extent permitted by law.

Indemnification:

Each party agrees to indemnify and hold harmless the other party from claims arising from:

• Breach of this Agreement
• Violation of applicable laws or regulations
• Infringement of third-party intellectual property rights
• Gross negligence or willful misconduct

Risk Allocation:

The Client acknowledges that:

• Technology projects involve inherent risks and uncertainties
• AI and machine learning outcomes cannot be guaranteed
• The Client retains responsibility for business decisions based on our recommendations
• Appropriate insurance should be maintained for business risks

Force Majeure Events Include:

• Acts of God, natural disasters, or severe weather conditions
• War, terrorism, civil unrest, or government actions
• Pandemic, epidemic, or public health emergencies
• Labor disputes, strikes, or lockouts (excluding those involving the affected party's employees)
• Failure of utilities, telecommunications, or internet services
• Cyberattacks or significant security breaches beyond reasonable prevention

Obligations During Force Majeure:

The affected party must:

• Promptly notify the other party of the force majeure event
• Provide details of the expected impact and duration
• Use reasonable efforts to mitigate the effects
• Resume performance as soon as reasonably practicable
• Keep the other party informed of developments

Consequences:

During a force majeure event:

• Affected obligations are suspended (not terminated)
• Deadlines are extended by the duration of the event
• Neither party is considered in breach
• Payment obligations for completed work remain in effect
• If the event continues for more than 60 days, either party may terminate affected services

Termination for Convenience:

Either party may terminate this Agreement or specific Service Agreements by providing:

• Thirty (30) days written notice for ongoing services
• Notice period specified in individual Service Agreements
• Payment for all work performed up to the termination date
• Reimbursement for non-cancellable commitments made on Client's behalf

Termination for Cause:

Either party may terminate immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within 15 days of notice
• Breaches confidentiality or intellectual property provisions
• Becomes insolvent, bankrupt, or enters liquidation
• Engages in illegal activities or gross misconduct
• Fails to pay undisputed invoices after 60 days and notice

Effects of Termination:

Upon termination:

• All outstanding invoices become immediately due and payable
• Each party returns or destroys the other's Confidential Information
• Nordic Oculus provides reasonable transition assistance (at standard rates)
• Completed deliverables are transferred upon full payment
• Licenses to Nordic Oculus proprietary tools terminate

Surviving Provisions:

The following provisions survive termination:

• Confidentiality obligations
• Intellectual property rights
• Limitation of liability
• Payment obligations for completed work
• Dispute resolution provisions
• Any provisions intended by their nature to survive

Applicable Law:

This Agreement shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Dispute Resolution Process:

The parties agree to the following escalation process:

• Negotiation: First attempt to resolve disputes through good faith negotiations between designated representatives
• Mediation: If negotiation fails after 30 days, submit to mediation under the rules of the Stockholm Chamber of Commerce
• Litigation: If mediation fails, either party may initiate proceedings in the competent courts

Jurisdiction:

The courts of Stockholm, Sweden shall have exclusive jurisdiction over any disputes arising from or relating to this Agreement. Specifically, Stockholms tingsrätt (Stockholm District Court) shall be the court of first instance.

Language:

All dispute resolution proceedings shall be conducted in Swedish or English, as agreed by the parties. This Agreement may be executed in both Swedish and English versions, with the English version prevailing in case of discrepancies.

Costs:

Unless otherwise determined by the court or agreed by the parties:

• Each party bears its own costs for negotiation and mediation
• The prevailing party in litigation may recover reasonable legal fees
• Court costs shall be allocated according to Swedish procedural law

Severability Principle:

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction:

• Such provision shall be modified to the minimum extent necessary to make it valid and enforceable
• If modification is not possible, the provision shall be severed from this Agreement
• The remaining provisions shall continue in full force and effect
• The parties shall negotiate in good faith to replace the invalid provision with a valid one that achieves the original intent

Preservation of Intent:

The parties acknowledge that:

• This Agreement represents their mutual intent and understanding
• Each provision has been negotiated and is considered important
• Severance of any provision should not frustrate the overall purpose
• Courts should interpret provisions to give maximum effect to the parties' intent

Integration Clause:

This Agreement, together with any applicable Service Agreements, Statements of Work, and Order Forms:

• Constitutes the entire agreement between the parties regarding the subject matter
• Supersedes all prior or contemporaneous agreements, understandings, and communications
• May only be modified by written agreement signed by authorized representatives
• Takes precedence over any conflicting terms in purchase orders or other documents

Order of Precedence:

In case of conflicts, documents shall be interpreted in the following order:

• Specific Service Agreements or Statements of Work
• These General Terms of Service
• Order Forms or Purchase Orders
• Other referenced documents or appendices

Amendments:

Modifications to this Agreement:

• Must be in writing and signed by both parties
• Email confirmation from authorized representatives may constitute written agreement
• No oral modifications shall be binding
• Course of dealing shall not modify written terms

Primary Business Contact:

Nordic Oculus

Attn: Legal Department

Email: info@nordicoculus.com

Notice Requirements:

Legal notices must be sent by:

• Registered mail to the address above
• Email to legal@nordicoculus.com with read receipt
• Certified courier with proof of delivery

Notices are effective upon receipt or three (3) business days after sending, whichever is earlier.

Response Times:

We aim to respond to inquiries as follows:

• General inquiries: Within 2 business days
• Legal notices: Within 5 business days
• Urgent matters: Within 24 hours
• Support requests: According to Service Level Agreement