Version 2026.1
These general terms and conditions (the "Terms") apply to all deliveries of consulting services, products and packaged services from Neonic AB, corp. reg. no. 559152-6131, and/or Neonic IT AB, corp. reg. no. 559389-2127 ("Neonic"), to business customers (the "Customer"). Neonic and the Customer are jointly referred to as the "Parties".
1. Applicability and order of precedence
1.1 The Terms form an integral part of every agreement between Neonic and the Customer, regardless of whether the agreement has been entered into by way of an accepted quotation, a signed agreement, an order confirmed by an order confirmation, or otherwise (the "Agreement").
1.2 In the event of any inconsistency between the contract documents, they shall apply in the following order of precedence: (i) an individually negotiated and signed agreement, (ii) the order confirmation, (iii) the quotation with its accompanying service description, (iv) these Terms.
1.3 Any purchasing terms or other standard terms of the Customer shall not apply, unless Neonic has expressly accepted them in writing.
1.4 The Terms are directed exclusively at business customers. Consumer protection legislation does not apply.
2. Definitions
"Consulting Services" – services performed on a time-and-materials basis or at a fixed price in accordance with an agreed specification, e.g. advisory services, design, installation, development and migration.
"Products" – hardware, standard software, manufacturer support and licences sold or resold by Neonic.
"Managed Services" – recurring services provided on an ongoing basis against a periodic fee, e.g. operations, monitoring, support, backup and other managed services, in accordance with the service description in force from time to time.
"Delivery" – Consulting Services, Products and/or Managed Services covered by the Agreement.
3. Formation of the Agreement
3.1 A quotation from Neonic is valid for twenty (20) days from the quotation date, unless otherwise stated. Prices in a quotation are conditional upon the assumptions and prerequisites stated therein being correct.
3.2 A binding agreement is formed when Neonic has confirmed the Customer's order in writing by way of an order confirmation, or when the Parties have signed an agreement, whichever occurs first.
3.3 The Customer shall review the order confirmation and notify Neonic in writing of any discrepancies without delay, and in any event no later than five (5) business days after receipt. Failing such notice, the contents of the order confirmation shall apply.
4. Consulting Services
4.1 Neonic shall perform the Consulting Services in a professional manner, with due care and in accordance with the Agreement. Unless otherwise expressly agreed, the Consulting Services constitute an obligation of effort (an obligation of result applies only where expressly agreed).
4.2 Assignments on a time-and-materials basis are charged at Neonic's hourly rates in force from time to time or as set out in the Agreement. Any time estimates provided are indicative and do not constitute a fixed price.
4.3 Neonic is entitled to decide which personnel perform the assignment and may engage subcontractors, in which case Neonic is liable for the subcontractor's work as for its own.
4.4 Changes and additions to the agreed assignment ("Changes") shall be agreed in writing before they are commenced. Neonic is entitled to compensation for additional work, and to an extension of time, caused by Changes or by circumstances for which the Customer is responsible.
4.5 Travel time, travel expenses, accommodation and subsistence allowances are charged in accordance with the Agreement or, in the absence of agreement, in accordance with Neonic's price list in force from time to time and verified expenses.
5. Products
5.1 The delivery term is Ex Works, unless otherwise agreed. The warehouse may be either Neonic's or that of a supplier/partner appointed by Neonic. Freight, packaging and applicable taxes and public charges are added to quoted prices for Products, unless otherwise stated. The risk in the Product passes to the Customer upon delivery in accordance with the applicable delivery term.
5.2 Stated delivery times are preliminary. Unless otherwise agreed, Neonic is entitled to deliver Products in partial deliveries, each partial delivery being invoiced separately. Neonic is not liable for delays attributable to manufacturers, distributors or carriers, but shall inform the Customer of any known delay without delay.
5.3 The Products remain the property of Neonic until full payment has been made (retention of title), to the extent such retention of title is valid under applicable law.
5.4 Standard software and licences are governed by the licence terms of the respective manufacturer or licensor. The Customer is responsible for reviewing and complying with such terms. Neonic provides no warranties beyond those provided by the manufacturer.
5.5 Products are covered by the warranty provided by the respective manufacturer. Neonic assigns, to the extent possible, the manufacturer's warranties to the Customer and assists with warranty claims against compensation, unless the matter is covered by an agreed Packaged Service.
5.6 The Customer shall inspect the Product upon receipt and report transport damage to the carrier in accordance with the carrier's terms, and report other defects to Neonic without delay, and in any event no later than ten (10) business days after receipt.
6. Managed Services
6.1 The scope, service levels and any service credits are set out in the service description and/or SLA for the respective service. Where no service level has been agreed, the service is provided with the skill and care that may reasonably be expected of a professional supplier in the industry.
6.2 Unless otherwise agreed, an initial term of thirty-six (36) months applies from the service start date. Thereafter, the Agreement is automatically renewed for successive periods of twelve (12) months, unless terminated in writing no later than three (3) months before the end of the then-current term.
6.3 Neonic is entitled to make changes to the service description and the technical implementation, provided that the principal function and quality of the service are not impaired. Material changes to the Customer's detriment shall be notified at least three (3) months in advance, in which case the Customer is entitled to terminate the affected service with effect from the date on which the change takes effect.
6.4 Neonic may temporarily suspend or restrict a service for planned maintenance. Planned maintenance shall, to the extent possible, be scheduled outside normal business hours and be notified within a reasonable time.
6.5 Upon expiry or termination of the Agreement, Neonic shall, at the Customer's request and against compensation on a time-and-materials basis, assist in an orderly handover (exit) of the service to the Customer or to a new supplier, including the release of the Customer's data in a commonly used format.
7. Customer's undertakings
7.1 The Customer shall provide accurate and complete information, make necessary decisions, provide agreed resources, and give Neonic the access to premises, systems, licences and permissions required for the Delivery.
7.2 The Customer is responsible for its own data, including ensuring that adequate backup copies exist, unless backup is expressly included in an agreed Packaged Service.
7.3 The Customer is responsible for ensuring that its use of the Delivery complies with applicable law and third-party licence terms.
7.4 If the Delivery is delayed or made more costly due to a circumstance for which the Customer is responsible, Neonic is entitled to an extension of time and to compensation for additional costs.
8. Prices and payment
8.1 All prices are stated exclusive of value added tax and other public charges.
8.2 Unless otherwise agreed, invoicing takes place as follows: (i) Consulting Services monthly in arrears, (ii) Products upon delivery, and (iii) Managed Services monthly in advance.
8.3 Payment shall be made within thirty (30) days of the invoice date. In the event of late payment, default interest accrues in accordance with the Swedish Interest Act (räntelagen, 1975:635), together with compensation for payment reminders and collection costs as provided by law.
8.4 In the event of a non-negligible payment default by the Customer, Neonic is entitled, after written notice, to withhold further Delivery (including suspending a Packaged Service) until full payment has been made. Such withholding does not release the Customer from its payment obligations and does not constitute a breach of contract on Neonic's part.
8.5 Neonic is entitled to adjust prices for Managed Services with effect from a new contract term by notice no later than [three (3)] months before the start of that term. Hourly rates for Consulting Services may be adjusted no earlier than twelve (12) months after the Agreement was entered into and thereafter no more than once per twelve-month period, unless otherwise agreed. In addition, Neonic is entitled to adjust prices with immediate effect to the extent the adjustment directly corresponds to changes in exchange rates, manufacturers' or licensors' prices, or taxes and public charges.
8.6 Objections to an invoice shall be made in writing within thirty (30) days of the invoice date. Any undisputed part of an invoice shall always be paid within the ordinary payment period.
9. Intellectual property rights
9.1 Each Party retains all rights to intellectual property held by that Party prior to the Agreement or developed outside the Agreement ("Background IP").
9.2 Unless otherwise agreed, the Customer receives, upon full payment, a non-exclusive, perpetual right to use, in its own business, results developed by Neonic specifically for the Customer within the assignment. Neonic retains ownership of methods, tools, code of a generic nature and know-how, and may freely reuse them.
9.3 Third-party software is governed exclusively by the terms of the respective licensor.
9.4 Each Party is responsible for ensuring that materials provided by it do not infringe the rights of any third party. Neonic undertakes to defend, at its own expense, claims by third parties based on an assertion that results developed by Neonic infringe a third party's intellectual property rights in Sweden, provided that the Customer notifies Neonic of the claim without delay and allows Neonic to control the defence. Neonic's liability under this clause is limited in accordance with clause 13.
10. Confidentiality
10.1 Each Party undertakes not to disclose to any third party confidential information received from the other Party, and to use such information only for the performance of the Agreement. Confidential information means information of a technical, commercial or other nature that the receiving Party should reasonably understand to be confidential, whether or not marked as such.
10.2 The confidentiality obligation does not apply to information that is or becomes publicly known other than through a breach of the Agreement, that the Party has received from a third party without an obligation of confidentiality, that the Party has developed independently, or that a Party is required to disclose by law, decision of a public authority or stock exchange rules.
10.3 The confidentiality obligation applies during the term of the Agreement and for three (3) years thereafter.
11. Personal data
11.1 Each Party is responsible for ensuring that its processing of personal data complies with applicable data protection legislation, including the EU General Data Protection Regulation (GDPR).
11.2 To the extent Neonic processes personal data on behalf of the Customer as a processor, the Parties shall enter into a data processing agreement, which, in the event of any inconsistency, takes precedence over these Terms in matters relating to such processing.
12. Defects and complaints
12.1 A defect exists if the Delivery deviates from what has been agreed. Neonic is not liable for defects attributable to the Customer, third parties engaged by the Customer, the Customer's data or equipment, incorrect use, or modifications carried out by anyone other than Neonic.
12.2 The Customer shall report defects in writing without undue delay after the defect was discovered or should have been discovered, with a description of how the defect manifests itself.
12.3 Neonic shall remedy reported defects for which Neonic is liable within a reasonable time and at no cost to the Customer. Remedy takes precedence; if remedy is not effected within a reasonable time, the Customer is entitled to a reasonable price reduction. Beyond what is stated in this clause and clause 13, the Customer has no right to any remedy on account of defects.
12.4 If the Customer has reported a defect and it is established that no defect for which Neonic is liable exists, Neonic is entitled to compensation for the troubleshooting and investigation work performed, in accordance with its applicable price list.
13. Limitation of liability
13.1 A Party's liability in damages covers direct loss only. Under no circumstances is a Party liable for indirect or consequential loss, such as loss of profit, loss of production, loss of data (beyond restoration from an existing backup included in an agreed service), third-party loss or other consequential financial loss.
13.2 Neonic's aggregate liability under the Agreement is limited, per calendar year, to an amount corresponding to (i) for Consulting Services and Products: the agreed price of the Delivery to which the loss relates, and (ii) for Managed Services: twelve (12) months' fees for the affected service. However, Neonic's aggregate liability shall never exceed [fifteen (15) price base amounts (prisbasbelopp) as defined in the Swedish Social Insurance Code].
13.3 The limitations in clauses 13.1–13.2 do not apply in the event of intent or gross negligence, in the case of liability under clause 9.4 (infringement), in the case of a breach of clause 10 (confidentiality), or in the case of personal injury.
13.4 In order not to be forfeited, a claim for damages shall be made in writing without undue delay, and in any event no later than twelve (12) months from the date on which the injured Party became aware, or should have become aware, of the basis for the claim.
13.5 Any service credits under an SLA constitute the Customer's exclusive compensation for the service level failures to which the credits relate, unless the loss was caused by intent or gross negligence.
14. Force majeure
14.1 A Party is relieved from liability for a failure to perform an obligation under the Agreement, if the failure is due to a circumstance beyond the Party's control which the Party could not reasonably have foreseen when the Agreement was entered into and the consequences of which the Party could not reasonably have avoided or overcome, such as war, acts of terrorism, natural disaster, epidemic, action by a public authority, extensive disruption of electricity or telecommunications, large-scale cyberattack, labour dispute (including involving the Party's own personnel), and defects in or delay of deliveries from subcontractors caused by any such circumstance.
14.2 A Party invoking force majeure shall notify the other Party without delay. If performance is prevented for longer than three (3) months, each Party is entitled to withdraw in writing from the affected part of the Agreement without liability.
15. Early termination
15.1 Each Party is entitled to terminate the Agreement with immediate effect if the other Party (i) commits a material breach of the Agreement and fails to remedy the breach within thirty (30) days of a written demand, or (ii) is declared bankrupt, enters into company reorganisation, suspends its payments or may otherwise reasonably be considered insolvent.
15.2 Upon expiry or termination of the Agreement, for whatever reason, the Customer shall pay for Delivery performed up to the time of expiry or termination. Provisions which by their nature are intended to survive expiry or termination (including clauses 9, 10, 12.4 and 13) shall continue to apply.
16. Miscellaneous
16.1 Assignment. A Party may not assign the Agreement without the other Party's written consent. Neonic may, however, assign the Agreement to a company within the same group and assign its right to payment.
16.2 Reference. Neonic is entitled to name the Customer as a reference, using the Customer's company name and logo, in its marketing, unless the Customer objects in writing.
16.3 Non-solicitation. During the term of the Agreement and for twelve (12) months thereafter, neither Party shall actively solicit for employment any employee of the other Party who has been engaged in the Delivery. In the event of a breach of this clause, the soliciting Party shall pay liquidated damages corresponding to [six (6)] months' salary of the employee concerned. General job advertisements are not covered by this prohibition.
16.4 Notices. Termination notices and other notices of material importance shall be given in writing to the contact person designated by the relevant Party, by letter or e-mail. A notice sent by e-mail is deemed received when receipt has been confirmed or, failing such confirmation, on the next business day.
16.5 Amendments to the Terms. Neonic is entitled to amend these Terms. For ongoing Packaged Services, amendments take effect upon the next renewal of the contract term, or earlier if the amendment is required by law. For other Deliveries, the Terms in force at the time the Agreement was entered into shall apply.
16.6 Severability. Should any provision of the Agreement be found invalid, this shall not render the Agreement invalid as a whole. To the extent the invalidity materially affects a Party's benefit under, or performance of, the Agreement, the Agreement shall be reasonably adjusted.
17. Governing law and disputes
17.1 The Agreement shall be construed and applied in accordance with the substantive law of Sweden, without regard to its conflict-of-law rules.
17.2 Any dispute arising out of or in connection with the Agreement shall be settled by the Swedish general courts, with Jönköping District Court (Jönköpings tingsrätt) as the court of first instance.