Contrat client

1. Parties and scope

This Customer Agreement is between UTOMO AB, organisation number 559078-3998, Kellgrensgatan 4, 254 40 Helsingborg, Sweden (Utomo), and the business or organisation using the Utomo service (Customer). Contact: hello@utomopim.com. The service is offered for business use. The person accepting on behalf of the Customer confirms that they have authority to bind that organisation.

The agreement covers access to the Utomo cloud platform, selected apps and trials. An order accepted by both parties may specify the subscription, fees, term, usage limits and additional services. A separately agreed data processing agreement governs personal data processed on the Customer’s behalf. If documents conflict, the data processing agreement controls for that processing, followed by the applicable signed order and this agreement.

2. Accounts and authorised users

The Customer must provide accurate account and billing information, keep credentials secure and promptly notify Utomo of suspected unauthorised access. The Customer is responsible for its users, their permissions and their use of its workspaces. Administrators may manage access and settings for the organisation. Users must not share personal sign-in credentials or bypass access restrictions.

3. Trials

The apps, eligibility and duration of a trial are those shown when the trial is offered. A trial is for evaluating the service, within its stated limits. Starting a trial does not by itself authorise a payment. Paid access requires a separate order or checkout showing the applicable charges. Access to trial features may end when the trial expires unless the Customer arranges continued access.

The Customer should export any data it needs before trial access ends. Any post-trial retention or recovery period must be stated in the offer or separately agreed; this draft does not promise indefinite storage or recovery.

4. Subscriptions, fees and changes

For paid services, the accepted order or checkout must state the price, billing interval, taxes, payment terms, subscription duration, renewal arrangements and cancellation process. The Customer is responsible for the charges it authorises. Added apps, capacity or services require the applicable charges to be disclosed and accepted. This agreement does not itself establish an automatic renewal or a minimum paid commitment.

Utomo will give advance notice of proposed price or material subscription changes. Changes apply at a renewal or another date agreed with the Customer, subject to the accepted order and applicable law. Any refund or service-credit entitlement is governed by the order and applicable law.

5. Customer data and intellectual property

The Customer retains its rights in the product information, images, files and other content it submits. It grants Utomo permission to host, copy, transmit and otherwise process that content only as needed to provide, secure and support the service and carry out the Customer’s instructions. The Customer is responsible for obtaining the rights and permissions needed for its content and for its accuracy, lawfulness and publication.

Utomo and its licensors retain their rights in the platform, software and documentation. During the agreed access period, Utomo permits authorised users to use the service for the Customer’s business purposes within the subscribed scope. No ownership of the software transfers to the Customer.

6. Acceptable use and connected services

The Customer must not use the service unlawfully, infringe others’ rights, distribute malware, attempt unauthorised access, interfere with service security or evade usage limits. Security testing requires prior written agreement. Restrictions on reverse engineering apply only to the extent permitted by law.

The Customer chooses whether to connect third-party services and is responsible for its authority to share data with them. Those services may have their own terms, fees and privacy notices. The Customer must review automated or AI-assisted output before relying on it or publishing it. Product and regulatory information tools do not replace the Customer’s own verification or professional advice.

7. Privacy, security and confidentiality

The Privacy Policy explains how Utomo handles personal data for its own website, account and business relationship purposes. Where Utomo processes personal data on the Customer’s behalf, the parties must put an appropriate data processing agreement in place. It must address instructions, confidentiality, security, subprocessors, international transfers, assistance, incidents and return or deletion of data. This Customer Agreement is not a substitute for that agreement.

Each party must protect the other’s non-public business information with reasonable care, use it only for the relationship and disclose it only to people who need it and are bound to confidentiality, or as required by law. This does not cover information already lawfully known, independently developed or made public without a breach. Security responsibilities and any specific commitments must be recorded in the applicable agreement.

8. Service operation and support

Utomo will use reasonable care and skill in providing the service. Features may evolve, and maintenance or events outside Utomo’s reasonable control may interrupt access. Utomo will communicate material changes affecting the Customer’s use. Any guaranteed availability, response times, backup commitments or service credits must be expressly set out in an agreed service level agreement. No specific service level is promised by this draft.

9. Suspension, termination and data export

Utomo may restrict access where reasonably necessary to address a material security risk, unlawful use or a material breach. Restrictions should be proportionate, with notice and an opportunity to remedy where reasonably practicable. Urgent action may be taken where delay would create a risk to the service, others or legal compliance.

Either party may terminate for a material breach that remains unremedied 30 days after written notice, or where termination is otherwise permitted by the order or law. Subscription cancellation takes effect under the accepted order. The Customer should export its data before access ends. The order or data processing agreement must define export assistance, any charges, the retrieval period and deletion arrangements. Confidentiality, accrued payment obligations and provisions intended to survive termination continue to apply.

10. Responsibility and liability — proposed commercial terms

Subject to the exceptions below and to the extent permitted by law, neither party is liable for indirect or consequential loss, and each party’s aggregate liability arising from the agreement is limited to the fees paid or payable for the affected service during the 12 months before the event giving rise to the claim. For a free trial, the proposed aggregate cap is EUR 1,000. These limits are proposed terms for review, not an approved company position.

The limits do not exclude liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, or liability that cannot lawfully be excluded or limited. They do not limit the Customer’s obligation to pay agreed fees or either party’s duties to individuals or regulators under applicable data protection law.

11. Changes, governing law and disputes

Utomo will identify the effective version of approved terms and give notice of material changes. Changes do not apply retroactively. Changes to an existing paid commitment require the mechanism agreed in the order or the Customer’s agreement, as applicable. The parties should first try to resolve disputes through their business contacts.

The proposed governing law is Swedish law, with disputes submitted to the competent courts of Sweden, subject to mandatory applicable law. Governing law, venue and the liability provisions require commercial and legal approval before this draft is adopted.