General terms and conditions for digital services

Version: 1.0 May 2025

1. PRELIMINARIES

1.1. Words and phrases in this document beginning with a capital letter shall, except where expressly defined within the main body of the Digital Services Terms, have their respective meanings given in clause 33 (DEFINITIONS).

1.2. These Digital Services Terms apply to the provision and use of the Digital Services and Support (including sales of Licences made or facilitated by a Distributor).

1.3. The Supplier may upon request (e.g., where outside the scope of Support (if any)) offer technical support services, training, and other Professional Services to the Purchaser in relation to Digital Services subject to: (a) the Terms and Conditions of Supply; (b) the Separate Contract; or (c) a separate support agreement (as applicable) and additional fees.

1.4. The Agreement is a legally binding contract between: (a) the Supplier; and (b) the Purchaser, including where the Purchaser has obtained the Licence(s) through a Distributor.

1.5. Each party represents and warrants to the other that it has the requisite power and authority to enter into the Agreement and to carry out its obligations as contemplated by the Agreement.

2. DIGITAL EXECUTION

2.1. The Agreement has been designed for electronic execution by the Purchaser acting through an authorised representative.

2.2. By scrolling through the documents comprising the Agreement and clicking “Accept” (and/or completing such other affirming acts required by the registration and/or subscription process) (the “Electronic Signature”), the Purchaser unconditionally confirms to the Supplier that: (a) such authorised representative has all necessary authority to accept the terms of the Agreement for and on behalf of the Purchaser; and (b) the Agreement is binding on the parties; and (c) the Electronic Signature shall have equivalent standing in applicable law to a physical signature.

3. ORDER FORMS

3.1. Each Order Form: (a) fully incorporates, and is subject to, the relevant terms and conditions of these Digital Services Terms (and the other documents forming the Agreement); and (b) identifies the Digital Services and describes the Purchaser’s purchase commitment with respect to the Digital Services and Support.

3.2. Except as described otherwise in a Separate Contract, each Order Form (and the other documents forming the Agreement) is a separate contract between the parties for the Digital Services and Support purchased in that Order Form.

3.3. The Supplier will not supply on, and expressly rejects: (a) the Purchaser’s standard terms and conditions of purchase (or similar); and (b) to the fullest extent permissible under applicable law, any terms and conditions other than those contained in the Agreement.

4. COMMENCEMENT AND SUBSCRIPTION PERIOD

4.1. The Agreement (including the Licence) shall have effect on the Effective Date and continue, except where provided otherwise in a Special Condition, for the Subscription Period.

5. LICENCE

5.1. Subject to clause 3 (ORDER FORMS), clause 6 (ACCEPTABLE USE) and payment of the Fees, the Supplier grants the Purchaser the Licence.

5.2. The Purchaser agrees that the Digital Services (and any (and all) software and other materials made available by the Supplier in connection with the use of the Digital Services) have been licensed for use (under the Licence) and not sold.

5.3. A Licence (and corresponding Support) may be purchased directly from the Supplier or through a Distributor.

6. ACCEPTABLE USE OF THE DIGITAL SERVICES

6.1. The Licence is granted subject to the following conditions: (a) the Digital Services may not be used and/or accessed in breach of clause 28 (SOCIAL RESPONSIBILITY LAWS AND SANCTIONS); (b) use and/or access to the Digital Services is limited to the customer sites and/or territories listed in the Order Form (if applicable); and (c) the Purchaser shall fully comply with clause 6.2 (ACCEPTABLE USE).

6.2. the Purchaser shall not:

• 6.2.1. use the Digital Services outside the scope of the Licence or Subscription Period;
• 6.2.2. authorise or allow any person to access and/or use the Digital Services who is not an Authorised User;
• 6.2.3. where applicable to the Digital Services: (a) authorise or allow more Authorised Users to access the Digital Services than the number of User Subscriptions purchased in the Order Form; or (b) permit anyone to access or use the Digital Services who is not an Authorised User with an assigned User Subscription (and, in particular, not to any direct competitor of the Supplier) or permit any User Subscription to be used by more than one individual Authorised User except where: (i) such User Subscription has been reassigned to another individual Authorised User; and (ii) the Purchaser has procured that the previous Authorised User stops using the Digital Services immediately following the re-assignment;
• 6.2.4. access, store, distribute, or transmit any software, code, file or programme which may prevent, impair or otherwise adversely affect the operation of the Digital Services (including worms, Trojan horses, viruses and other similar things or devices) or submit any material (including Purchaser’s Materials) to the Digital Services that: (a) is harmful, discriminatory, threatening, defamatory, obscene, infringing, harassing, or offensive; (b) is submitted unlawfully (including in breach of any applicable Data Protection Legislation or Export Laws); (c) facilitates illegal activity; (d) is incomplete, inaccurate, or intended to deceive; or (e) could cause damage or injury to any person or property, and agrees that the Supplier has the right to remove any Purchaser’s Materials from the Digital Services if, in its opinion, the Purchaser’s Materials does not comply with the foregoing;
• 6.2.5. except to the extent expressly permitted by mandatory applicable laws: (a) modify, convert, format, or create copies of any part of the Digital Services; or (b) adapt, reverse engineer, decompile, disassemble, circumvent or otherwise create or attempt to create or permit, allow, or assist others to create the source code of any part of the Digital Services or its structural framework;
• 6.2.6. attempt to, circumvent, disable, or otherwise interfere with any security related features of the Digital Services (including features that enforce limitations of use or prevent copying);
• 6.2.7. access or use the Digital Services or any of the Supplier’s IPR for any purpose other than its internal business purposes including to: (a) commercialise the Digital Services without the Supplier’s express written permission; (b) create derivative works of, or based on, the Digital Services; (c) build a product or service which competes with: (i) the Digital Service; or (ii) the Supplier’s (or its Affiliates’) business;
• 6.2.8. where applicable, use the Digital Service in a live or production environment unless and until: (a) the completion of any required Commissioning; and (b) it has received written confirmation from the Supplier that the Commissioning has, without prejudice or limitation to clause 29 (HEALTH AND SAFETY REQUIREMENTS), been completed to the Supplier’s reasonable satisfaction;
• 6.2.9. attempt to, or otherwise permit, the Digital Services to access, provide, or receive (directly or indirectly) data from, or to, any third-party database except either: (a) with the Supplier’s prior written consent; or (b) as expressly permitted as a Special Condition in the Order Form;
• 6.2.10. use, or communicate with, the Digital Services in a manner that could damage, disable, overburden, impair, or compromise the Digital Services or the Supplier’s computing environment and systems used in connection with the Digital Services;
• 6.2.11. except as expressly permitted under the Agreement or applicable laws, collect or harvest any information or data from the Digital Services;
• 6.2.12. or attempt to: (a) decipher any transmissions to, or from, the servers running the Digital Services; (b) perform side channel attacks; or (c) carry out indirect information farming, otherwise than as permitted by the Agreement;
• 6.2.13. connect any systems or hardware to the Digital Services that are not approved in writing by the Supplier or in the relevant Digital Services Specification; or
• 6.2.14. access or use the Digital Services from any location prohibited by Sanctions Restrictions.

6.3. The Purchaser shall notify the Supplier promptly about any: (a) misuse, possible misuse, or any security risk (e.g., vulnerability) related to the Digital Services (including any breach or non-compliance with this clause 6) of which it becomes aware; (b) possible unauthorised use of any Access Credentials (or misuse, loss, or theft of the same); or (c) unintended data access received through the Digital Services (e.g., data that is evidently not intended to be viewed by the Purchaser or an Authorised User).

6.4. Where functionality of the Digital Services permits, the views expressed by other users of the Digital Services do not necessarily represent the views or values of the Supplier and, except to the extent required by the Supplier under applicable laws, the Purchaser’s Materials are not verified by the Supplier and any and all use or reliance on any such content is at the Purchaser’s sole risk.

7. SUPPLIER’S OBLIGATIONS

7.1. Subject to clause 8 (DISCLAIMERS), the Supplier shall:

• 7.1.1. comply with all laws applicable to the Supplier as a provider of the Digital Services;
• 7.1.2. apply the Security Controls (provided that the Purchaser agrees that the Purchaser is responsible for implementing and maintaining appropriate security measures to its use of the Digital Services (including in connection with the Purchaser’s System));
• 7.1.3. in connection with the Security Controls, use and deploy industry accepted end-point security to prevent, check for, and delete viruses from its computing environment;
• 7.1.4. ensure that the Digital Services perform (in technical and functional respects) as described in the Digital Services Specification (except in trivial and/or immaterial respects not affecting functionality and/or use);
• 7.1.5. provide Support as described in the Support Specification;
• 7.1.6. provide the Digital Services and Support using reasonable skill and care; and
• 7.1.7. except where the Digital Services are hosted (on-premise) in the Purchaser’s System, make available the Digital Services and provide the Support in a manner that meets or exceeds the applicable service levels described in the Service Level Agreement (if applicable),
• provided that, except where a Special Condition provides otherwise, Digital Services provided for free (i.e., without a Fee) shall be provided or otherwise made available “as is” and “as available”.

7.2. The Digital Services may be unavailable from time to time due to necessary updates or maintenance. If reasonably possible, scheduled maintenance will be posted on the Digital Services’ interface or otherwise communicated to the Purchaser (e.g., via email).

7.3. For the avoidance of doubt, warranties for any goods are provided in accordance with the “Sandvik Warranty” described in the Terms and Conditions of Supply.

8. DISCLAIMERS

8.1. Subject to clause 27.2 (LIABILITY) and except to the extent expressly set out in clause 7 (SUPPLIER’S OBLIGATIONS): (a) the Supplier gives no warranties, representations, undertakings, or other commitments to the Purchaser (or its Authorised Users) as to the functionality, performance, availability, transmission speeds, content, latency and/or accuracy of the Digital Services; and (b) all warranties, conditions, representations, and terms (whether written or oral, express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, including as to satisfactory quality, fitness for a particular purpose or use, accuracy, adequacy, completeness or timeliness) are hereby excluded to the fullest extent permitted by applicable law. In particular, no warranty is given regarding the fitness of any Digital Assistant for safety-critical or regulated use cases (including functional safety, compliance documentation, or machine risk analysis).

8.2. The Purchaser agrees that the Supplier is not responsible, and shall have no liability, for loss or damage resulting from, caused, or contributed to by: (a) delays or delivery failures resulting from the transfer of data over the Purchaser’s System or any third party’s communications networks and/or facilities (including the internet); (b) use of the Digital Services contrary to: (i) the Supplier’s instructions; or (ii) the user documentation or manuals; (c) Third-Party Materials; (d) combination or use of the Digital Service with software that has not been approved for interoperation by the Supplier; (e) modification or alteration of the Digital Services by any party other than the Supplier or the Supplier’s contractors or agents (including any alteration to the configuration of the Digital Services); (f) use or operation of the Digital Services with the Purchaser’s Property or a Third-Party OEM (including the Purchaser’s System or Third-Party OEM failing to meet the Minimum System Requirements); or (g) use of the Digital Services in breach of the Agreement.

8.3. The Purchaser assumes sole responsibility for: (a) all of the Purchaser’s Property, its reliance on Output Data (given clause 17.5), any Third-Party OEMs, and any other data and results obtained from its use of the Digital Services; (b) conclusions or courses-of-action drawn from such use; and (c) maintaining validation, error correction, back up and reconstruction of the Purchaser’s Data input to, or output by, the Digital Service.
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.4. The Purchaser agrees that the Digital Services comprise standard service offerings and the Supplier will not, except as expressly agreed in the Order Form, be responsible for ensuring that the Digital Services comply with any Purchaser-specific, country-specific, or industry-specific security concepts or standards.

8.5. Unless and until the Commissioning project has been completed (if applicable), the Supplier gives no representation, warranty, or undertaking whatsoever with respect to the Digital Services.

8.6. Digital Assistants: The Purchaser acknowledges and agrees that:

• 8.6.1. Sandvik may, in connection with the receipt of the Digital Services and Support, make available Digital Assistants as virtual assistants (e.g., to assist the Purchaser or an Authorised User to navigate user manuals);
• 8.6.2. for the purposes of transparency and as may be further specified in Sandvik’s artificial intelligence transparency notices provided or made available from time to time, Digital Assistants may use generative artificial intelligence systems that simulate human interaction and conversation;
• 8.6.3. Digital Assistants are automated systems made available on a non-reliance basis and Sandvik cannot, and does not, warrant that information or data generated by a Digital Assistant is complete, accurate, or fit for the Purchaser’s or Authorised User’s specific requirements;
• 8.6.4. given clause 8.6.3, Digital Assistants are made available as an aid and the Purchaser assumes sole responsibility for its reliance on data and results obtained through its interaction with Digital Assistants and the conclusions or courses-of-action drawn from such use; and
• 8.6.5. the Digital Assistant may not be used to obtain machine safety advice and the Purchaser acknowledges and agrees that: (a) the Digital Assistant may not be used to obtain, rely upon, or generate machine safety advice or documentation (including safety risk assessments, functional safety validations, or CE-marking documentation); (b) any content or output from the Digital Assistant does not constitute safety guidance, compliance advice, or substitute the Purchaser’s own obligation to perform risk assessments and ensure safe integration of equipment and digital systems in accordance with applicable laws, standards, and site-specific safety requirements; and (c) Sandvik accepts no responsibility or liability for safety decisions made in reliance on any content generated by or obtained via a Digital Assistant.

9. PURCHASER’S OBLIGATIONS

9.1. The Purchaser shall:

• 9.1.1. perform its obligations under the Agreement;
• 9.1.2. comply with all applicable laws, regulations, and binding codes of practice applicable to the Purchaser and its use of the Digital Services (including all Sanctions Restrictions);
• 9.1.3. comply with the reasonable requests of the Supplier made in connection with the operation of the Digital Services;
• 9.1.4. ensure that the Purchaser’s System meets or exceeds the Minimum System Requirements and give the Supplier remote access to the Purchaser’s System if, and to the extent, necessary for the Supplier to provide the Digital Services (including for the purposes of installation and the provision of Support);
• 9.1.5. be solely responsible for procuring and maintaining its network connections and telecommunications links from the Purchaser’s System to the Supplier’s data centres;
• 9.1.6. ensure that the Digital Services are properly tested prior to first use and as necessary to ensure safe and correct use of the Digital Services in connection with the Purchaser’s System and is responsible for carrying out appropriate due diligence in relation to its procurement of the Licence including by: (a) carefully reviewing the Digital Services Specification; and (b) making appropriate enquiries to satisfy itself that the Digital Services are capable of meeting its requirements;
• 9.1.7. ensure that all Authorised Users are appropriately skilled, experienced, and trained Purchaser personnel;
• 9.1.8. ensure that all data stored or hosted in the Purchaser’s System (e.g., where the Digital Service is hosted on-premise or using third party infrastructure under the control of the Purchaser) is independently backed-up at least once in every successive period of twenty-four (24) hours; and
• 9.1.9. inform the Supplier in writing if any relevant connected equipment on which the Digital Services is being used is sold leased or borrowed to a third party and shall ensure that such written notification includes (at least) the following information: (a) the name of the third party; (b) the serial number of the equipment; (c) the date of transfer to the third party; and (d) whether the equipment is sold, leased, or borrowed to the third party.

10. DIGITAL SERVICES ROADMAP

10.1. The Supplier has sole discretion and control over the Digital Services’ product roadmap and may modify at any time (with or without notice to the Purchaser): (a) the functionality, performance, configuration, appearance, and/or content of the Digital Services; and (b) as relevant to the foregoing, the contents of the Digital Services Terms (including the Digital Services Specification and Support Specification), provided that, in each case, such modifications do not result in a material reduction to, or loss of, the functionality and/or performance of the Digital Services.

10.2. Nothing in the Agreement shall restrict the Supplier from developing and/or using any techniques, ideas, concepts, or know-how related to methods or processes acquired during the provision of the Digital Services and Support.

10.3. The Supplier will use reasonable efforts to notify the Purchaser in advance of a material modification to the Digital Services (e.g., through the Digital Services and/or by written notice to the Purchaser (including email)).

10.4. If a modification made by the Supplier causes the Purchaser to experience a material and demonstrable reduction to the essential functionality of the Digital Services or the performance of the Digital Services then, unless the Supplier agrees to roll-back the modification or make a further modification, in each case, to remove the reduction in functionality or performance then the Purchaser: (a) may terminate the Licence by written notice to the Supplier; and (b) as its sole and exclusive remedy, be entitled to receive a pro-rated refund of the Fees paid in advance for the remainder of the then current Subscription Period (if any), provided that the Supplier receives such notice to terminate within thirty (30) days from the implementation of the original modification.

11. THIRD-PARTY MATERIALS AND HYPERLINKS

11.1. The Digital Services contain or interoperate with the Third-Party Materials and the Purchaser agrees that: (a) except as expressly described otherwise in the Agreement, the Third-Party Materials are provided “as-is” and “as available”; (b) the Purchaser’s use of the Third-Party Materials is subject to the Third-Party Terms; and (c) it shall comply with the Third-Party Terms.

11.2. The Digital Services may contain Hyperlinks and the Purchaser agrees that: (a) such Hyperlinks are provided for convenience only; (b) the Supplier has no control over third-party websites and accepts no responsibility for any content, material or information contained on them; (c) the display of any Hyperlink does not constitute the Supplier’s endorsement of such third party's website, products, or services; and (d) the Purchaser’s use of a third-party website or service is governed by the terms and conditions applicable to that third party site or service.

11.3. The Purchaser must not: (a) link to the Digital Services or other of the Supplier’s pages without the Supplier's consent (which consent may be withdrawn at any time); (b) establish a link to the Digital Services in such a way as to suggest any form of association, approval or endorsement on the Supplier's part where none exists; or (c) frame the Digital Services on any other site.

12. UPDATES

12.1. Except as agreed between the parties in the Order Form, the Supplier is not obliged to provide to the Purchaser with any Updates.

12.2. The Supplier shall not be responsible for obsolescence of the Digital Services that results from changes: (a) in the Purchaser’s requirements; or (b) to the Purchaser’s System.

12.3. The Supplier may, acting reasonably, require the Purchaser to promptly apply an Update (e.g., as necessary to patch or remove a vulnerability).

12.4. The Purchaser agrees that, except as described in the Support Specification: (a) Updates may be subject to an additional or changed Fee and are provided subject to the terms of the Agreement; and (b) the Supplier is not obliged to maintain prior versions of the Digital Services.

13. CONFIDENTIALITY

13.1. Subject to clause 13.7, each party shall: (a) hold the other party’s Confidential Information in confidence (including by using the same care and discretion to avoid disclosure, publication or dissemination as it uses to protect its own similar information); (b) subject to clause 13.2 and clause 13.3, not: (i) make the other’s Confidential Information available to any third party; or (ii) use the other’s Confidential Information for any purpose other than in connection with the provision or receipt of the DigitalServices and Support; and (c) use commercially reasonable efforts to ensure that the person to whom the other’s Confidential Information is disclosed under this clause 13 is bound by written confidentiality obligations substantially similar to those set out in this clause 13.

13.2. A party may disclose the other party’s Confidential Information if and to the extent required: (a) by applicable law or by any regulatory body or securities exchange; or (b) for the purpose of the examination and certification of its accounts, provided that, with respect to disclosures made under clause 13.2(a), the disclosing party shall, as soon as reasonably practicable and to the extent permitted by applicable law, notify the other party in writing of the circumstances of such disclosure and the Confidential Information to which such disclosure applies.

13.3. The Supplier shall be entitled to disclose the Purchaser’s Confidential Information to any Distributor, employee, consultant, contractor, auditor, professional adviser, or other person engaged by the Supplier who have a need to know the Purchaser’s Confidential Information in connection with the Agreement or the Digital Services and Support (including in connection with the development, design, configuration, support, and maintenance of the Digital Services).

13.4. In connection with clause 13.3 and subject to clause 13.5, the Purchaser agrees that the Supplier may provide Distributors and relevant Supplier Affiliates, agents, partners, and distributors with access to Digital Service (including to the Purchaser’s Data and the Output Data) for the purpose of providing services, suitable products and/or other service offerings to Purchaser from time to time, (including maintenance services, add-on services and spare parts).

13.5. The Purchaser may, at any time, instruct the Supplier to restrict the access described in clause 13.4 for a particular Distributor or relevant Supplier Affiliate, agent, partner, or distributor provided that the Purchaser acknowledges and agrees that such restricted access may result in a delay or suspension in the performance of the Digital Services, Support, related Professional Services, or increased Fees.

13.6. The Purchaser warrants and represents to the Supplier that it has the right to disclose Confidential Information provided to the Supplier or submitted to the Digital Services and to authorise the Supplier to use such Confidential Information in connection with the provision of the Digital Services.

13.7. The obligations contained in this clause 13 shall not apply to Confidential Information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party without use or reference to the other party’s Confidential Information.

13.8. Each party shall be responsible for the acts and omissions of such persons and bodies to whom such party divulges such Confidential Information, with respect to any access, use, protection or disclosure of such information, as if such acts and omissions were its own.

14. ACCESS CREDENTIALS

14.1. If the Purchaser is provided with (or otherwise creates) Access Credentials then then: (a) the Purchaser shall: (i) treat such Access Credentials as confidential; (ii) not disclose Access Credentials to any third party; and (b) the Supplier may disable any Access Credentials, at any time, including where in the Supplier's reasonable opinion the Purchaser has breached the Agreement.

15. PERSONAL DATA

15.1. Each party shall have the rights, and perform its obligations under, the Data Processing Addendum.

15.2. The Purchaser shall ensure that, to the extent it shares or makes available any Personal Data to the Supplier, it is lawfully entitled to do so and does so in accordance with the Data Processing Addendum and the Data Protection Legislation and any other applicable laws.

16. METRICS AND AGGREGATED DATA

16.1. The Purchaser agrees that the Supplier may:

• 16.1.1. collect, store, analyse, and process any Input Data, Output Data, and other metrics and logs (i.e., use data) collected by connected equipment or through the Digital Services for the following reasons: (a) making the Digital Services functional and available for use in accordance with the Agreement; (b) providing Support; (c) verifying compliance with the Licence; (d) planning and implementing improvements to the Digital Services; (e) enabling scalability planning and performance monitoring activities to be carried out; (f) preparing accurate invoices; (g) evaluating adoption rates and the success of new features and releases of the Digital Services; (h) creating training data; (i) evaluating current and future performance of the Digital Services or connected equipment; (j) train and improve machine learning or AI-based systems and (k) creating, developing, and collecting the Supplier’s Data;
• 16.1.2. give its Distributors, Affiliates, and third-party suppliers permission to access and process Output Data solely in connection with the Agreement and for the purpose of enabling such Distributors, Affiliates, and third party suppliers to perform services in connection with the Agreement; and
• 16.1.3. subject to clause 16.2, use Aggregated Data for its business purposes including: (a) improving the Digital Services; (b) developing new or additional products and services; (c) analysing market trends; (d) creating and publishing press releases and white papers; and (e) preparing case studies, and, in each case, the Purchaser hereby gives its consent to the same.

16.2. The Supplier shall ensure that use of Aggregated Data: (a) does not contain Personal Data; (b) is not attributable to the Purchaser (or any other of the Supplier’s customers); and (c) does not reveal sensitive information about the Purchaser.

17. DATA AND THE DATA ACT

17.1. If and to the extent the Supplier does not have direct access to the Input Data and/or Output Data, the Purchaser shall, on request, provide such Input Data and/or Output Data (in a format reasonably acceptable to the Supplier) promptly and without undue delay.

17.2. The Digital Services may include: (a) monitoring equipment hours and/or equipment productivity; and/or (b) assisting or conducting aftermarket services or similar.

17.3. The Purchaser may use Input Data and Output Data for its own internal business purposes provided that the Purchaser shall not, without obtaining the Supplier’s prior written consent (or otherwise to the extent expressly permitted by applicable law that may not be limited or excluded): (a) disclose or otherwise make available any Input Data or Output Data (in whole or in part and regardless of format) to any third party (excluding its Affiliates) provided, however, that the Purchaser may disclose Input Data or Output Data to its third party service providers who: (i) have a need to know the Input Data or Output Data in order to service the connected equipment (or other relevant goods sold to the Purchaser by the Supplier or a Distributor) for and on behalf of the Purchaser; and (ii) have entered into written confidentiality undertakings with the Purchaser that are no less protective of the Input Data and Output Data as those contained in the Agreement and prevent further onward disclosure; or (b) use, or allow any third party to use, any Output Data, Supplier’s Data, or other data or materials derived from the Digital Services to train, fine-tune, or otherwise develop any artificial intelligence or machine learning models.

17.4. For the avoidance of doubt, the Purchaser is not entitled to receive, use, or share RM Data unless expressly agreed otherwise by the Supplier in writing.

17.5. The Purchaser agrees that the Digital Services (and therefore the Output Data) are based on Input Data submitted to the Digital Services and that the Purchaser shall be solely responsible and liable for the availability, quality, accuracy, reliability, completeness, and integrity of Input Data.

17.6. The Purchaser agrees that subject to the Purchaser’s continued compliance with applicable laws (including the Data Act) and clause 17.7:

• 17.6.1. Input Data and Output Data (e.g., machine logs, production data, and metadata) is made available to the Purchaser through a pre-defined interface;
• 17.6.2. the pre-defined interface described in clause 17.6.1 is made available in full satisfaction of the Supplier’s obligations contained in Articles 3(1), 3(2)(d), and 4(1) of Data Act if and to the extent the Supplier provides a “related service” generating “product data” and “related service data” under the Data Act;
• 17.6.3. where technically possible in respect of a Digital Service, the Purchaser is responsible for pulling, configuring, and the storage of Input Data and Output Data (e.g., machine logs) (including the duration of such storage); and
• 17.6.4. subject to clause 17.6.3, in normal operational circumstances and given the volume of data collected, machine logs may be regularly overwritten when no longer used by the Supplier or a Distributor.

17.7. If (and to the extent) In-scope Data cannot be (or is not capable of being) accessed as described in clause 17.6.1, then the Supplier shall (following the Purchaser’s reasonable request made in compliance with the Data Act and to the extent required by the Data Act) provide (or otherwise make available) a copy of any such Purchaser-specific In-scope Data stored by the Supplier in compliance with Article 4(1) of the Data Act provided at all times that:

• 17.7.1. the Purchaser fully and continuously complies with its obligations under the Data Act (including Article 4(10) and (11));
• 17.7.2. the Supplier may withhold or suspend the Purchaser’s access to the In-scope Data where the Purchaser is in breach (or in the Supplier’s reasonably held opinion is likely to breach) of this clause 17.7;
• 17.7.3. the In-scope Data shall exclude all RM Data (on the basis that the disclosure of RM data will cause the Supplier to suffer serious economic damage);
• 17.7.4. the Purchaser may share the In-scope Data with third-parties: (a) as expressly permitted under clause 17.3; and (b) otherwise, only to the extent that the Purchaser’s right to share data with third parties cannot be excluded or limited under the Data Act (e.g., under Articles 5, 8, or 9).

17.8. The Purchaser agrees that, with respect to Digital Services relating to equipment monitoring: (a) such Digital Services are provided by the Supplier based on Input Data received by the Supplier; (b) the Supplier does not warrant (and cannot guarantee) that such Digital Services completely and accurately reflects the factual condition of the connected equipment; and (c) it is the Purchaser’s sole responsibility to: (i) review the information in relation to such Digital Services; and (ii) confirm the actual condition of the connected equipment.

17.9. The parties agree that the RM Data comprise commercially valuable proprietary assets and trade secrets of the Supplier or its licensors, the design and development of which, reflect the effort of skilled developers and the investment of considerable time and money by or on behalf of the Supplier the disclosure of which will cause the Supplier to suffer serious economic damage.

17.10. In the event of any breach of clause 17.3, the Supplier shall be entitled to:(a) seek immediate injunctive relief to prevent further use or disclosure of the relevant data or any model trained on such data; (b) require the Purchaser to promptly delete or destroy any AI models, datasets, outputs, or derivative works developed using such data, and to provide written certification of such deletion; (c) claim for any damages, costs, or losses suffered as a result of the breach, including loss of commercial opportunity or dilution of proprietary value. The remedies set out in this clause shall be without prejudice to any other rights or remedies available to the Supplier under this Agreement or at law.

18. FEES, PAYMENT, AND TAXATION

18.1. Except as described otherwise in the Order Form or a Separate Contract, the Fees are payable annually in advance of the Digital Services and Support.

18.2. The Purchaser shall pay each invoice for the Fees (without set-off or deduction) before the expiry of the Due Date.

18.3. If the Supplier does not receive full payment of the Fees specified in an invoice before the expiry of the Due Date then, without prejudice to any of its other rights or remedies, the Supplier may: (a) suspend the provision of the Digital Services and Support unless and until the Fees are paid; and (b) charge the Purchaser interest, accruing on a daily basis, on the overdue Fees at the maximum prescribed or permitted rates under applicable laws, commencing on the Due Date and continuing until full payment of the Fees (whether before or after judgment).

18.4. Subject to clause 18.5, the Supplier shall be entitled to be reimbursed for any expenses (such as travel or subsistence expenses) incurred in the performance of the Agreement provided that such expenses have been authorised by the Purchaser in advance in writing (e.g., by e-mail or in the Order Form).

18.5. The Purchaser shall reimburse the Supplier for all expenses incurred in compliance with clause 18.4 provided that the Supplier provides the Purchaser with receipts or other proof of payment for such expenses.

18.6. The parties agree that, with respect to VAT or other applicable taxation: (a) the Fees are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable by the Supplier to a tax authority in relation to the supply of the Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Agreement is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) if the Purchaser is required by law to withhold any taxes from payment to the Supplier (including an amount on account of VAT withholding) then the Purchaser shall, unless the parties agree otherwise, pay an additional amount to the Supplier to ensure the Supplier receives and retains the same amount that it would have received had no tax been withheld from, or otherwise due as a result of, the payment; and (e) this clause 18.6 will continue to apply after expiry or termination of the Agreement.

19. FEES ADJUSTMENTS

19.1. The Supplier shall be entitled to adjust the Fees at any time by providing notice to the Purchaser (which notice may be given through the functionality of the Digital Services) provided that any such adjustment to the Fees shall not take effect until the commencement of the next billing period.

19.2. Without limiting clause 19.1, the Supplier shall be entitled (with or without notice to the Purchaser) to increase the Fees payable on the first anniversary of the Effective Date (and on each anniversary thereafter) by a percentage equal to the percentage change in the consumer price index (as measured by the Swedish office of national statistics, Statistics Sweden) over the most recent twelve (12) month period for which data is available at the time the adjustment is to occur plus three (3) percentage points.

20. PURCHASES MADE THROUGH THE DIGITAL SERVICES (DIGITAL MARKETPLACE(S))

20.1.The sale of any goods (including equipment) or purchase of services via the Digital Services is governed by the Terms and Conditions of Supply.

20.2. Except for the undertakings and warranties which may appear in the Terms and Conditions of Supply, the Supplier hereby disclaims representations, warranties, undertakings, or other commitments (whether express or implied) with regard to the sale of goods and related services including all implied warranties and conditions of satisfactory quality and fitness for a particular purpose.

20.3. By confirming an order for goods through the Digital Services, the Purchaser agrees that a separate legally binding contract for the sale and purchase of goods (made under the Terms and Conditions of Supply) and/or services is agreed between the Purchaser and the relevant member of the Supplier’s group (as identified in the order acknowledgement and confirmation).

20.4. The Supplier is a provider of business-to-business services and, therefore, private individual consumers are not permitted to use the Digital Services to purchase goods.

21. SUPPLIER’S IPR

21.1. The Purchaser agrees that the Supplier or its licensors own all present and future Intellectual Property Rights in and to the Supplier’s IPR.

21.2. The Supplier may, notwithstanding anything to the contrary in the Agreement, freely incorporate any feedback or suggested improvements to the Supplier’s IPR given by the Purchaser or an Authorised User.

21.3. Except as expressly stated in clause 5 (LICENCE), the Purchaser has no right or interest in the Supplier’s IPR.

21.4. The Purchaser agrees that the Supplier’s IPR comprises commercially valuable proprietary assets and trade secrets of the Supplier or its licensors, the design and development of which, reflect the effort of skilled developers and the investment of considerable time and money by or on behalf of the Supplier.

21.5. If (at any time): (a) through use of the Digital Services; (b) by operation of applicable law; or (c) otherwise, the Purchaser comes to own Intellectual Property Rights in the Supplier’s IPR, the Purchaser shall (promptly on request from the Supplier and without delay) assign (or procure the assignment of) such Intellectual Property Rights to the Supplier and, to the extent permitted by applicable law, waive (or procure the waiver of) all moral rights (and analogous rights) worldwide in connection with such Supplier’s IPR.

21.6. The Purchaser shall not remove the Supplier’s trademark, copyright notice, or any other proprietary notice from the Supplier’s IPR.

22. SUPPLIER’S INDEMNITY

22.1. Subject to clauses 22.2 to 22.7 (inclusive) the Supplier shall defend and indemnify the Purchaser against any claim made against the Purchaser by a third party alleging that the Purchaser’s use of the Digital Services (excluding any Third-Party Material) in accordance with the Agreement infringes any Intellectual Property Rights belonging to that third party (the “Supplier’s Indemnity”).

22.2. The Supplier’s Indemnity shall not apply unless: (a) the Supplier is given prompt written notice of any claim to which the Supplier’s Indemnity applies (the “Indemnified Claim”) (and, in any event, is given written notice within five (5) days of the Purchaser becoming aware of, or being notified of, the Indemnified Claim); (b) the Purchaser provides the Supplier with all reasonably requested co-operation in connection with the defence and settlement of the Indemnified Claim; (c) the Purchaser takes all reasonable and timely action necessary to mitigate all Losses incurred by the Purchaser as a result of the Indemnified Claim (including such reasonable actions as the Supplier may request to avoid, dispute, resist, appeal, compromise, or defend the Indemnified Claim); and (d) the Supplier is given sole authority to defend or settle the Indemnified Claim.

22.3. In the defence or settlement of any Indemnified Claim, the Supplier may: (a) procure the right for the Purchaser to continue using the Digital Services; (b) replace or modify the Digital Services so that it becomes non infringing; or (c) if such remedies are not reasonably available, terminate or suspend the Agreement (and the Purchaser’s access to the Digital Services), provided that, where the Supplier exercises its rights under clause 22.3(c) and as the Purchaser’s sole compensation, the Supplier shall provide the Purchaser with a pro-rated refund (for the remainder of the then current billing period) of Fees paid in advance for the Digital Services and Support.

22.4. In no event shall the Supplier, its employees, agents, or subcontractors be liable to the Purchaser to the extent that the Indemnified Claim is based on: (a) a modification of Supplier IPR by any person other than the
Supplier or the Supplier’s authorised representatives;
(b) infringing Third-Party Materials, Third-Party OEM, or Purchaser’s Property; (c) use of the Digital Services (or any part thereof) after notice of the alleged or actual infringement from the Supplier, the third party claimant, or any appropriate authority; or (d) the Purchaser’s use of the Digital Services in breach of the Agreement or in a manner contrary to the reasonable instructions given to it by the Supplier.

22.5. The Supplier’s Indemnity shall only apply to the extent Losses: (a) have been awarded against the Purchaser by a court or other body having competent jurisdiction or agreed to be paid (with the consent of the Supplier) to the third-party claimant in settlement of the Indemnified Claim and to the extent such loss or damage relates strictly to the use of the Digital Services (rather than on an account of the Purchaser’s profits); and (b) comprise reasonably and properly incurred legal fees and disbursements, fees levied by any court of competent jurisdiction, arbitrator or mediator, or fees and disbursements charged by expert witnesses.

22.6. The Supplier’s liability under the Supplier’s Indemnity will be reduced proportionately to the extent the liability was caused or contributed to by an act or omission of the Purchaser or any of its personnel (including Authorised Users).

22.7. This clause 22 states the Purchaser’s sole and exclusive rights and remedies, and the Supplier’s entire obligations and liability, for any alleged or proven infringement of any third-party’s Intellectual Property Rights.

23. LICENCE COMPLIANCE

23.1. The Purchaser agrees that: (a) where technically possible, the Supplier may log all Purchaser and Authorised User activity on the Digital Services for security and audit purposes and to ensure the smooth running of the Digital Services; and (b) it shall, promptly and without undue delay following the Supplier’s written request made during the Audit Period, make available to the Supplier such information as the Supplier reasonably requests to evidence the Purchaser's compliance with the Agreement and, in particular, its obligations under clause 6 (ACCEPTABLE USE).

23.2. Subject to clause 23.3 and clause 23.5, the Purchaser agrees that, during the Audit Period: (a) the Supplier has the right to conduct Audit(s); and (b) it shall give the Supplier all assistance and access reasonably requested in connection with the Audit.

23.3. The Supplier shall ensure that: (a) except where prior notice of the Audit may reasonably render the Audit ineffective (e.g., to investigate Licence overuse or a suspected breach of Export Laws, Sanctions Restrictions, or the existence of Unsafe conditions), the Purchaser is given at least thirty (30) days’ advance written notice of the Audit; (b) each Audit is conducted during the Purchaser's normal office hours; (c) its representatives conducting the Audit comply with the Purchaser's reasonable internal policies applicable to the Purchaser’s premises (including with respect to health and safety and on-premise security); and (d) the Audit does not unreasonably interfere with the Supplier's business activities.

23.4. The Supplier agrees that: (a) Audits of the Purchaser’s System shall be conducted under the Purchaser’s control and supervision; and (b) Audit access does not include unsupervised access to production environments or live business data within the Purchaser’s System.

23.5. The Supplier shall, except where an Audit carried out within the previous twelve (12) months revealed a material breach of the Agreement, not perform more than one (1) Audit in each successive period of twelve (12) months from the Effective Date.

23.6. If, as a result of an Audit, it is revealed that the Purchaser has used Digital Services in excess of the Licence conditions (e.g., in breach of clause 6.2.3) then: (a) the Supplier shall notify the Purchaser of the amount of Fees (together with interest and excluding all applied discounts) undercharged determined from the later to occur of: (i) the Effective Date; or (ii) the previous Audit, unless the Purchaser provides, to the Supplier’s reasonable satisfaction, written documentation evidencing later first excess use; (b) the Supplier shall be entitled to raise an appropriate invoice for such Fees; and (c) the Supplier’s invoice shall be payable in accordance with clause 18.2.

24. PURCHASER’S PROPERTY

24.1. As between the parties, the Purchaser: (a) owns all Intellectual Property Rights in and to all the Purchaser’s Property; and (b) shall have sole responsibility for the legality, non-infringement, reliability, integrity, accuracy, and quality of the Purchaser’s Property.

24.2. The Purchaser grants the Supplier (and its representatives and sub-contractors) a non-exclusive right and licence to use the Purchaser’s Property to the extent necessary for the Supplier (or the Supplier’s representative or sub-contractor as the case may be) to perform its obligations and exercise its rights under the Agreement.

24.3. The Purchaser warrants and represents that it has obtained, and undertakes to the Supplier that it shall maintain, all necessary licences, consents, and permissions necessary for it to: (a) provide or make available the Purchaser’s Property and Third-Party OEM data; and (b) connect the Purchaser’ System and any Third-Party OEM to the Digital Services, including by obtaining the Mandatory Third-Party Licences.

24.4. The Purchaser shall defend and indemnify the Supplier, its Affiliates, its and their officers, directors, sub-contractors, and employees against any and all Losses arising out of, or in connection with, any allegation or claim that: (a) the Purchaser’s Property infringes any third party’s Intellectual Property Rights; (b) results from the Purchaser’s breach of the Third-Party Terms; (c) is caused, or contributed to by, a Third-Party OEM (including the Supplier’s use of Input Data relating to a Third-Party OEM in accordance with the Agreement); or (d) results from the Purchaser’s use of the Digital Services in violation of Sanctions Restrictions, employment laws, Data Protection Legislation, or other applicable Laws in the Purchaser’s jurisdiction or the jurisdiction in which the Digital Services are used, (the “Purchaser’s Indemnity”).

24.5. The Supplier shall: (a) give the Purchaser written notice of any allegation or claim to which the Purchaser’s Indemnity applies promptly without undue delay; and (b) allow, where reasonably practicable, the Purchaser sole authority to defend any allegation or claim to the extent the Purchaser’s Indemnity applies.

25. TERMINATION AND SUSPENSION

25.1. A party may terminate the Agreement by written notice having immediate effect if the other party: (a) commits an irremediable Material breach of the Agreement; (b) commits a Material breach (or series of persistent breaches which, when taken together, amount to a Material breach) of the Agreement which is not remedied within thirty (30) calendar days from the date of written notice requiring the Material breach to be remedied; (c) ceases its operations without a successor; or (d) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such Party (and not dismissed within thirty (30) days thereafter).

25.2. Without limiting its rights under clause 25.1, the Supplier may, at its option, suspend (for so long as the breach persists) or terminate the Agreement for cause: (a) in accordance with clause 18.3 (FEES AND PAYMENT); or (b) if the Purchaser breaches any one or more of the following clauses: 6.1(a); 6.2.4; 6.2.5; 6.2.6; 6.2.7; 6.2.11; 6.2.14; 11.1(c); or 21.6.

25.3. The Supplier may terminate the Agreement for convenience (including in order to discontinue the Digital Services or the Supplier is prevented from providing the Digital Services due to substantially changed circumstances outside of its reasonable control (e.g., in case continued provision is prohibited due to applicable law, court decision, or governmental order or if the Supplier’s agreement with a critical third party vendor supporting the Digital Services is terminated)) provided that, in exercising its rights under this clause 25.3, it shall: (a) give the Purchaser as much advance notice of the termination as is reasonably practicable in the circumstances; and (b) as the Purchaser’s sole and exclusive remedy, provide the Purchaser with a pro-rated refund (for the remainder of the then current billing period) of Fees paid in advance for the Digital Services (if any).

25.4. Without limiting its rights under clause 25.1 or 25.2, the Supplier may (without liability to the Purchaser) suspend access to the Digital Services on notice having immediate effect for such period as the Supplier reasonably deems to be necessary in order to investigate and, if reasonably practical, abate such matter: (a) if, in the Supplier’s reasonable opinion, the suspension is required to prevent any: (i) imminent threat to the security of the Digital Services; or (ii) Unsafe conditions or activities; (b) if the Purchaser or an Authorised User is in breach of any applicable law (including any Sanctions Restrictions which, in the Supplier’s opinion, may place the Supplier in breach of an applicable law or make the Supplier the subject to investigation or enforcement action by a Sanctions Authority); or (c) if the Purchaser becomes or, in the Supplier’s reasonably held opinion is likely to become, a subject to, or in breach of, Sanctions Restrictions. The Supplier shall act reasonably and proportionally in exercising its right to suspend, and where practical, shall provide prior notice and an opportunity to remedy before such suspension takes effect.

25.5. If the Supplier has suspended the Purchaser’s access to the Digital Services in accordance with clause 25.4, the Supplier shall, without undue delay, resume the Purchaser’s access to the Digital Services if, and when, the Purchaser remedies the cause of the suspension. For the avoidance of doubt, any suspension of the Digital Services by the Supplier under this Agreement shall not relieve the Purchaser of its obligation to pay the Fees for the Digital Services during the period of such suspension, unless otherwise expressly agreed in writing by the Supplier

26. EXIT PROVISIONS

26.1. Subject to the Exit Services (if any), the parties agree that on termination or expiry of the Agreement (which shall include the Licence): (a) the Purchaser shall immediately stop all use of the Digital Services; (b) each party shall return or destroy (at the proprietor party’s option), and make no further use of, any equipment, property, or other items (including Confidential Information) belonging to the other party (including all copies); and (c) the Supplier may destroy, otherwise dispose of, or put beyond use, any of the Purchaser’s Property within its possession unless, with respect to Purchaser’s Data, the Supplier receives (by no later than thirty (30) calendar days from the effective date of the termination or expiry of the Agreement) a written request for temporary and limited access to the Digital Services for the sole purpose of retrieving the Purchaser’s Data.

26.2. Termination or expiry of the Agreement shall: (a) be without prejudice to any rights or liabilities which may have accrued up to the date of such termination or expiry; and (b) not affect the coming into force, or the continuance in force, of any provisions which are expressly, or by implication, intended to come into, or to continue in force, on or after termination or expiry of the Agreement.

27. LIABILITY

27.1. The limits and exclusions of liability in this clause 27 (LIABILITY) apply to all Losses irrespective of whether the liability for such Losses arises in connection with a breach of contract, tort (including negligence), misrepresentation (other than given fraudulently), breach of statutory duty, or otherwise (the “Cause(s) of Action”).

27.2. Nothing in the Agreement shall limit or exclude (or seeks to limit or exclude), to a greater extent than is permitted under applicable law, either party’s liability to the other for Losses caused by or resulting from: (a) personal injury or death caused by the negligence of a party; (b) fraud or fraudulent misrepresentation; or (c) any matter which, under applicable laws, a party cannot exclude or limit (or attempt to exclude or limit) its liability.

27.3. Subject to clause 27.2, nothing in the Agreement shall limit or exclude: (a) the Purchaser’s liability to pay the Fees; (b) the Purchaser’s liability for Losses resulting from or caused by a breach of clause 6.2.7 (BUILDING A COMPETING PRODUCT) or clause 28 (SOCIAL RESPONSIBILITY LAWS AND SANCTIONS); or (c) except as provided otherwise in clause 22 (SUPPLIER’S INDEMNITY), Losses that are subject to the Supplier’s Indemnity or the Purchaser’s Indemnity.

27.4. Subject to clauses 27.2 and 27.3, the Supplier shall not be liable to the Purchaser (or to any third party claiming under or through the Purchaser) under or in connection with the Agreement to the extent Losses comprise: (a) profit or revenue (excluding the Fees); (b) anticipated savings; (c) loss of contract or business opportunity; (d) loss or depletion of goodwill; (e) loss or corruption of data or information; or (f) any special, indirect, or consequential loss or damage, in each case, whether arising directly or indirectly under or in connection with the Agreement and whether or not reasonably foreseeable, reasonably contemplatable, actually foreseen, or actually contemplated by a party at the Effective Date.

27.5. Subject to clauses 27.1 to 27.4 (inclusive), each party’s total aggregate liability to the other (and to any third party claiming under or through the other): (a) in each Contract Year; and (b) in respect of all Causes of Action arising in that Contract Year (determined at the date when the liability giving rise to the Cause of Action arose), shall not exceed the sum equivalent to the total Fees paid under the Agreement for the Contract Year in question or, in cases where the Digital Services and Support have been provided without (zero) Fees, the aggregate sum (i.e., over the entire Subscription Period) equivalent to EUR (€) 5,000 (five thousand euros).

27.6. The parties agree that the provisions of this clause 27 are reasonable in all the circumstances and given the nature of the Digital Services and Support and the Fees.

27.7. The Purchaser shall maintain adequate product, business, and professional liability insurance. In case any damages caused to the Supplier are covered by the Purchaser’s insurance policies, the Purchaser shall be obligated to forward any such paid-out amounts to the Supplier. For the avoidance of doubt, this obligation shall be valid regardless of whether the damage is indirect or direct or any other limitations.

28. SOCIAL RESPONSIBILITY LAWS AND SANCTIONS RESTRICTIONS

28.1. With regard to activities carried out under or in connection with the Agreement, each party shall, and shall use reasonable efforts to procure that its employees, directors, officers, agents, sub-contractors, and other representatives shall, comply with all applicable Social Responsibility Laws, Sanctions Restrictions, and Export Laws.

28.2. Each party shall establish and maintain in place throughout the Subscription Period, reasonable and adequate measures to ensure its compliance with the Social Responsibility Laws, Sanctions Restrictions, and Export Laws

28.3. Reasonable and adequate measures, for the purposes of Clause 28.2, include, but are not limited to, policies, procedures, training, internal controls and mechanisms necessary to ensure compliance with Sanctions Restrictions, Export Laws, and Social Responsibility Laws. These measures shall enable the Purchaser to: (a) comply with the Social Responsibility Laws, Sanctions Restrictions, and Export Laws, (b) detect conduct by third parties in its downstream commercial chain, including possible resellers, that violates, or frustrates the purpose of, Sanctions Restrictions; and (c) obtain sufficient knowledge about the end-user to determine whether, for each contract, the Digital Services could be destined for an end-use which is not permitted under the Agreement.

28.4. The Purchaser shall not: (a) use the Digital Services to breach or circumvent any Sanctions Restrictions; or (b) directly or indirectly (even when under threat of deterring financial liability) sell, re-sell, circumvent, transfer, retransfer, provide, export, re-export, divert, loan, lease, consign, or otherwise release or dispose of any of the Digital Services, its products, or Confidential Information to military (or military intelligence) end-users, for military (or military intelligence) end-use, to, via, or for the benefit of a Sanctioned Person, or to a Prohibited Country; or (c) use, or allow the Digital Services, its products, or Confidential Information to be used, re-exported, transferred, or retransferred for any purpose connected with chemical, biological, or nuclear weapons, or missiles capable of delivering such weapons.

28.5. The Purchaser represents and warrants, from the Effective Date and on an ongoing basis, that: (a) neither it nor any Related Entity or Representative is a Sanctioned Person or controlled by a Sanctioned Person; (b) it will strictly comply with all Sanctions Restrictions and Export Laws; (c) it will not engage in any activity, practice, or conduct that could breach Sanctions Restrictions or expose the Supplier to risk of adverse measures.

28.6. The Purchaser acknowledges and agrees that the Supplier is not responsible for any subsequent export, re-export, resale, or transfer of Digital Services and that the Purchaser assumes full liability for compliance with Sanctions Restrictions.

28.7. The Purchaser shall notify the Supplier promptly and without undue delay if it becomes aware that, in connection with the Agreement, it is in breach of any Social Responsibility Laws or Sanctions Restrictions and shall: (a) provide all relevant information relating to such breach as the Supplier may reasonably request; and (b) co-operate with the Supplier and any relevant public authorities in relation thereto.

28.8. The Purchaser agrees that, as between the parties, it is solely responsible for assessing the suitability and the lawfulness of its interactions with other users of Digital Services (including whether, or not, that user is subject to a Sanctions Restrictions).

28.9. The Supplier reserves the right, upon reasonable notice, to request information and conduct audits of the Purchaser’s records to verify compliance with this clause. If the Purchaser fails to cooperate with a reasonable audit request, the Supplier may suspend its performance under the Agreement until compliance is verified.

28.10. If the Purchaser breaches any representation or warranty set out in this Clause 28 or, in the Supplier’s reasonable opinion, any such breach is likely to occur, the parties agree that the Supplier may terminate or suspend (at its own discretion) its relationship with the Purchaser immediately, and that the Supplier shall not be liable toward the Purchaser or any third party for any subsequent non-performance by the Supplier under the Agreement, and that the Purchaser shall indemnify and hold the Supplier harmless from any claims, losses, damages, fines, or penalties relating to such non-performance or otherwise arising from a breach of representation or warranty.

28.11. Nothing in this Agreement requires the Supplier to apply for any specific export license or perform any action that could expose it to Sanctions Restrictions or legal penalties.

28.12. The Purchaser shall at all times comply with the “Sandvik Code of Conduct” (a copy of which is available on request).

29. HEALTH AND SAFETY REQUIREMENTS

29.1. The Purchaser acknowledges and agrees that, where applicable, Commissioning may require (as a Purchaser responsibility): (a) the completion of health and safety related training; (b) the appointment of an integrator (who may be a third party) to ensure that, amongst other matters, the Digital Services have been integrated correctly such that, for example, connected equipment is safe to use at the Purchaser’s site and in connection with the Purchaser’s System; and (c) pre-production testing.

29.2. Notwithstanding the Commissioning project, the Purchaser: (a) is responsible for: (i) appointing a suitable integrator; (ii) completing its own risk assessments; and (iii) ensuring that it complies with all applicable laws relating to or concerning: (A) the environment and emissions; (B) occupational health and safety; (C) sustainability; (D) the operation of plant and machinery; and (E) hazards and hazardous substances, and shall have and maintain all appropriate procedures and policies required by applicable Law; and (b) shall: (i) take all steps necessary to prevent the occurrence of Unsafe conditions or activities; and (ii) notify the Supplier if it observes, reasonably suspects, or becomes aware of an Unsafe condition or activity.

29.3. The Purchaser acknowledges and agrees that the Supplier is not, and will not assume the role of, an integrator.

29.4. The Purchaser warrants, represents, and undertakes to the Supplier on a continuing basis that: (a) it has appropriate health, safety, and environment policies and procedures in place; (b) access to the Purchaser’s site and its other relevant premises will not be Unsafe; and (c) it will ensure that, before allowing entry at the Purchaser’s site or other premises, the Supplier’s personnel are given thorough and appropriate site and safety introductions.

29.5. The Supplier will provide reasonable notice to the Purchaser of intended visits to the Purchaser’s site or other relevant premises in order to enable inductions and escorts to be provided.

30. FORCE MAJEURE

30.1. Neither party shall have any liability to the other under the Agreement if, and to the extent, it is prevented from, or delayed in, performing an obligation under the Agreement by a Force Majeure Event.

30.2. Each party shall: (a) promptly notify the other party of a Force Majeure Event or potential Force Majeure Event which could affect its ability to perform its obligations under the Agreement; and (b) use reasonable endeavours to mitigate the effects of the Force Majeure Event on the performance of its obligations.

31. MISCELLANEOUS PROVISIONS

31.1. Survival: The provisions of these Digital Services Terms which expressly, or by their nature, are intended to survive termination or expiry of the Agreement shall, thereafter, remain in full force and effect.

31.2. Subcontracting: The Supplier may subcontract the performance of its obligations (or any part thereof) to any third-party service provider provided that: (a) the Supplier shall remain responsible for all acts and omissions of its subcontractors that cause a breach of the Agreement; and (b) the Supplier shall comply with the Data Processing Addendum (including with respect to international data transfers and the disclosure of sub-processor lists).

31.3. Variations: The parties agree that: (a) where the Digital Services are provided for a Fee or under a Separate Contract, except as necessary to give effect to clause 10 (DIGITAL SERVICES ROADMAP), no variation of these Digital Services Terms (or of the Agreement) shall be effective unless made in writing (which may be by e-mail) and agreed by the parties or made in accordance with the Separate Contract; and (b) in all other cases, the Agreement (including these Digital Services Terms) may be supplemented, modified or amended unilaterally by the Supplier at any time (provided that such amendments will not apply retroactively) by way of applicable online terms or website terms accepted by the Purchaser from time to time (including shrink-wrap, click-wrap, click-through, click-accept or by continuing to use the Digital Services after due notification). If the Purchaser does not agree to the supplemented, modified or amended Agreement then the Purchaser must stop using the Digital Services.

31.4. No waiver: No failure or delay by a party to exercise any right or remedy provided: (a) under the Agreement; or (b) by applicable law, shall constitute a waiver of that (or any other) right or remedy or prevent or restrict the further exercise of that (or any other) right or remedy.

31.5. Severability: If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in full force and effect. If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

31.6. Notices: Except as expressly provided otherwise in the Agreement, any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be delivered by: (a) hand or prepaid first class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) except with respect to the service of legal proceedings, email to the addresses specified in the Order Form. Any notice or communication shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) if sent by prepaid first class post or other next working day delivery service, at 9.00 a.m. on the second Business Day after posting or at the time recorded by the delivery service; or (c) if sent by email, upon the generation of a receipt notice by the recipient’s server or, if such notice is not generated, upon delivery to the recipient’s server.

31.7. Entire agreement: The Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating
to the subject matter they cover.
Each party agrees that, in entering into the Agreement, it does not rely on any undertaking, promise, assurance, statement, representation, warranty, or understanding (whether in writing or not) of any person (whether party to the Agreement or not) except as expressly set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement made prior to the Effective Date.

31.8. Assignment: Neither party shall assign any of its rights under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed except that the Supplier may assign its rights under the Agreement without the prior written consent of the Purchaser: (a) for the purposes of invoice financing or the recovery of a debt owed; (b) to any of the Supplier’s Affiliates; (c) to a purchaser of all, or substantially all, of the assets or entities that comprise an identifiable segment, portion, division, or unit of a business of the Supplier; or (d) as part of a corporate reorganization, amalgamation, consolidation, or merger, provided, in each case, there is no material deterioration to the Digital Services and Support.

31.9. Rights of third-parties: The Agreement does not confer any rights on any person or party (other than the parties to the Agreement).

31.10. No partnership or agency: Nothing in the Agreement (or through use of the Digital Services) is intended to, or shall be deemed to: (a) establish any partnership or joint venture between the parties; (b) constitute any party the agent of the other party; or (c) authorise a party to make or enter into any commitments for or on behalf of the other party.

31.11. Governing Law: The Agreement and any dispute or claim arising out of or in connection with the Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England & Wales.

31.12. Jurisdiction and arbitration: Any and all disputes, controversies, claims, or other Causes of Actions arising out of or in connection with the Agreement (or the breach, termination, or invalidity thereof) shall be finally settled by arbitration administered by the London Court of International Arbitration (the “LCIA”). The “Short Form Procedure” of the Chartered Institute of Arbitrators in London shall apply, unless the LCIA, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that other arbitration rules of the LCIA will apply. In the latter case, the LCIA shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The seat of the arbitration shall be London, England, and the language of the proceedings shall be English. The parties undertake and agree that: (a) all arbitral proceedings conducted with reference to the Agreement will be kept strictly confidential; (b) the confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings; and (c) information covered by the confidentiality undertaking may not, in any form whatsoever, be disclosed by a party to a third party without the prior written consent thereto of the other party, save for to the extent that such disclosure is required mandatory under mandatory law or statute. Nothing in the Agreement shall prevent a party from applying for interim, interlocutory, or other provisional relief to protect its rights and interests (including temporary restraining orders and interlocutory injunctions) in any court of competent jurisdiction provided that such provisional relief shall not prevent or stay any arbitration.

31.13. Translations: Where the Purchaser has been provided a translated copy of these Digital Services Terms in a language other than English, in the event of any conflict arising between the English language version and the translated language version, the relevant translated version shall be deemed to be amended to conform with and be consistent with the relevant English version of the Agreement.

31.14. These Digital Services Terms were last updated May 2025.

32. INTERPRETATION

32.1. For the purposes of interpreting the Agreement: (a) all headings are for convenience and shall not affect the interpretation of the provisions that follow; (b) an obligation on a party not to do something includes an obligation not to agree, allow, permit, or acquiesce in that thing being done;
(c) the Purchaser shall be responsible for all acts and omissions of the Authorised Users (including in breach of the Agreement) as if such acts or omissions were its own; (d) an obligation of the Purchaser (unless the context reasonably requires otherwise) includes an obligation on the Purchaser to ensure that an Authorised User does not act, or omit to act, in breach of that obligation; (e) references to Legislation will be construed as references to such Legislation as replaced, amended, consolidated, or re-enacted (with or without modification) from time to time and includes all orders, rules, regulations, or other binding provisions made under such Legislation; (f) any list, word, or phrase following the words ‘including’, ‘include’, ‘in particular’, ‘for example’, or any such similar expression shall be construed as having the phrase ‘without limitation’ following them; (g) references to ‘from’ with respect to a timeline or date shall be construed as having the phrase ‘and including’ following it; (h) the word ‘Material’ in the context of classifying the seriousness of a breach means that the breach: (i) is more than trivial but need not be repudiatory; and (ii) if not remedied (or if not capable of remedy), may or is likely to have, a serious impact on the benefit which the innocent party would otherwise derive from performance of the Agreement in accordance with its terms.

32.2. If and to the extent there is any conflict, inconsistency, or ambiguity between the constituent parts of the Agreement then: (a) where the Digital Services have been provided or made available under a Separate Contract, such conflict shall be resolved in accordance with the order of precedence described in that Separate Contract provided always that clause 27 (LIABILITY) of these Digital Services Terms shall apply and/or prevail with respect to the Digital Service; and (b) in all other cases such conflict, inconsistency, or ambiguity shall be resolved in the following order of precedence (with the document earlier in the list prevailing over a document later in the list: (i) the Data Processing Addendum; (ii) the Order Form; (iii) these Digital Services Terms; (iv) the Support Specification; and (v) the Service Level Agreement.

33. DEFINITIONS

33.1. Access Credentials a user identification code or password or any other log-in credentials as part of its use of, and access to, the Digital Services.

33.2. Affiliate any entity which: (1) is controlled by a party; (2) controls a party; or (3) is under common control with a party, where control means the direct or indirect ownership of more than fifty percent (50%) of the shares or interests entitled to vote for the directors of such entity or the equivalent power over the management of such entity, for so long as such entitlement or power exists.

33.3. Aggregated Data collected, grouped, anonymised, and aggregated data and information submitted to the Digital Services (including data structures and interfaces) which is created, generated, derived, or otherwise produced by the Supplier based on Input Data and/or Output Data or is otherwise created through the use of the Digital Services, such data never to contain any Personal Data.

33.4. Agreement means: (1) where the Supplier’s standard ordering process is followed: the contract between the Supplier and the Purchaser for the provision and receipt of the Digital Services and Support comprising the following documents: (a) the Order Form; (b) these Digital Services Terms; (c) the Support Specification; (d) the Service Level Agreement (if any); (e) the Data Processing Addendum; and (f) the Security Controls; and (2) in all other cases: (a) the written supply agreement to which these Digital Services Terms have been attached or incorporated by reference (the “Separate Contract”); (b) these Digital Services Terms; and (c) any other document which is attached to or incorporated by reference in the Separate Contract, these Digital Services Terms, or the Order Form.

33.5. Audit an audit and inspection of the Purchaser’s System and relevant premises for the purpose of ascertaining the Purchaser’s: (1) use of the Digital Services and Licence; and (2) compliance with the Agreement.

33.6. Audit Period the Subscription Period and twelve (12) months from the end of the Subscription Period.

33.7. Authorised User the employees, sub-contractors, consultants and agents appointed by the Purchaser to access and use the Digital Services under a User Subscription (provided that an Authorised User may not be a
competitor of the Supplier).

33.8. Business Day a day other than a Saturday, Sunday or public holiday in the Supplier's jurisdiction (which, in the case of Sandvik SRP AB, is Sweden).

33.9. Cause(s) of Action has the meaning given in clause 27.1 (LIABILITY).

33.10. Commissioning has the meaning given in the standard warranty applicable to the sale of the related connected equipment (as referred to in clause 7.3).

33.11. Confidential Information any and all information that is proprietary or confidential in nature and is either clearly labelled as such or would, by its nature, be considered by a reasonable businessperson to be confidential (including, with respect to the Supplier, all information and materials concerning and/or relating to the Digital Services).

33.12. Contract Year each successive period of twelve (12) months from the Effective Date.

33.13. Data Act Regulation (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828 and connected product, metadata, product data, related service and related service data shall each have their respective meanings given in the Data Act.

33.14. Data Protection Legislation all legislation and regulations, including regulations issued by relevant supervisory authorities, protecting the fundamental rights and freedoms of individuals and, in particular, their rights to privacy with respect to the processing of Personal Data, that from time to time apply to the Supplier and the Purchaser, including without limitation the GDPR.

33.15. Data Processing Addendum the data processing terms: (a) attached or incorporated into the Order Form; or (b) available for viewing or download through the functionality of, or onboarding to, the Digital Service.

33.16. Digital Assistant any software application or web interface designed to have textual or spoken conversations in natural language as a virtual assistance.

33.17. Digital Services the provision of the digital service / software / software platform specified in the Order Form and described in the relevant Digital Services.

33.18. Digital Services Specification the document describing the technical and functional specification(s) for the Digital Services as referred in, or incorporated into, the Order Form.

33.19. Digital Services Terms this document (being clause 1 (PRELIMINARIES) to clause 33 (DEFINITIONS) inclusive).

33.20. Distributor(s) Supplier’s representatives (including agents, distributors, dealers, or other intermediaries) authorised by the Supplier to sell the Licence(s).

33.21. Due Date unless agreed otherwise in the Order Form or Separate Contract, the period of thirty (30) days from the date that the invoice is issued to the Purchaser.

33.22. Effective Date the: (1) date specified as the ‘Effective Date’ in the Order Form; or (2) where the ‘Effective Date’ has not been specified in the Order Form, the date that the Order Form is last signed by the parties or, where applicable, the Electronic Signature is made.

33.23. Exit Services the provision (at the Purchaser’s cost) of reasonable assistance (over and above the Digital Services and Support) to transition all or part of the services from the Supplier to a successor supplier or to the Purchaser in accordance with, and to the extent described in, the Order Form and any documented exit plan agreed between the parties.

33.24. Export Law(s) means: (1) the Dual-Use Regulation (821/2021/EC); (2) the Anti-Torture Regulation ((EU 2019/125); (3) the Firearms Regulation (258/2012/EU); and (4) all other applicable import and export control laws
applied by a Sanctions Authority.

33.25. Fee(s) the consideration payable for the Digital Services and Support as specified in the Order Form (if any).

33.26. Force Majeure Event a circumstance which impedes performance and is beyond the control of the party, the consequence of which could not reasonably have been overcome by the suffering party. Force Majeure Events shall be deemed to include acts of war, acts of terrorism, acts or omissions by a public authority, and similar circumstances. The parties agree that a breach of the Sanctions Restrictions and/or Export Laws does not fall within the definition of “Force Majeure Event” except, with respect to the Supplier, for Sanctions Restrictions and/or embargoes that relate directly or indirectly to the Supplier’s supply chain.

33.27. GDPR in each case to the extent applicable to the processing: (1) Regulation (EU) 2016/679 (“EU GDPR”); and (2) EU GDPR as retained or amended and applicable as part of UK domestic law.

33.28. Hyperlink(s) hyperlinks or references to third-party websites.

33.29. Indemnified Claim has the meaning given in clause 22.2.

33.30. Input Data data that is generated, collected, recorded, or uploaded either by, from or in connection with, the connected equipment, including utilisation information regarding the connected equipment and the standard industry data SAE J1939 but excluding any data or information regarding the Supplier’s equipment control systems including how to achieve functional performance.

33.31. In-scope Data means, for the purposes of the Data Act, product data, and related service data (and relevant metadata).

33.32. Intellectual Property Rights means: (1) patents, any extensions of the exclusivity granted in connection with patents, petty patents, utility models, registered designs, applications for any of the foregoing (including continuations, continuations-in-part, and divisional applications), the right to apply for and be granted any of the foregoing, and rights in inventions; (2) copyrights, design rights, semiconductor topography rights, moral rights, publication rights, database rights; (3) trade marks, service marks, and rights in trade-names, business names, brand names, get-up, logos, domain names, URLs, and all applications for the foregoing; (4) rights in know-how, trade secrets, and confidential information, data exclusivity rights; and (5) all other forms of intellectual property right having equivalent or similar effect to any of the above which may exist anywhere in the world.

33.33. Legislation enactments, statutory provisions, or subordinate legislation made under applicable laws.

33.34. Licence a non-exclusive, worldwide, and non-transferable right (on a subscription basis) to: (1) permit Authorised Users to access the Digital Services for the Subscription Period and in accordance with the Agreement; and (2) use Output Data in accordance with clause 17.

33.35. Loss(es) all losses, liabilities, damages, costs, charges, and reasonably incurred expenses (including management time, legal fees, other professional advisers’ fees, and costs and disbursements of investigation, litigation, settlement, judgment, interest, fines, penalties, and remedial actions) howsoever arising in connection with a party’s breach of the Agreement or under an indemnity.

33.36. Mandatory Third-Party Licences the direct third-party licence(s) necessary to use the Digital Services as described or listed in the documents comprising the Agreement.

33.37. Minimum System Requirements the minimum technical requirements that the Purchaser’s System must meet in order for the Digital Services to perform in accordance with the Agreement (as described or referenced in the Order Form or Digital Services Specification).

33.38. Order Form the Supplier’s (or, if applicable, the Distributor’s) quotation or order acceptance document (which may be in digital form) within which these Digital Services Terms have been incorporated or referenced.

33.39. Output Data means: (1) Purchaser-specific output generated by the Purchaser’s use of the Digital Services such as NC-codes, designs, tool or machining recommendations, performance data and associated information (but excluding any of the Supplier’s IPR); (2) Input Data that has been processed by the Supplier in order to provide deliverables to the Purchaser as part of the Digital Services; and (3) any other data agreed in the Agreement to be provided to the Purchaser through the Supplier’s connectivity solutions, which (in each case) always excludes the Supplier’s Data and any data or information regarding the Supplier’s equipment control systems including how to achieve functional performance.

33.40. party the Supplier or the Purchaser (as the case may be).

33.41. parties the Supplier and the Purchaser (taken together).

33.42. Personal Data has the meaning given in the Data Protection Legislation.

33.43. Professional Services professional consultancy, design, implementation, installation, development, training, or other supplemental services related to the Digital Services and falling outside the scope of the Digital Services and Support.

33.44. Prohibited Country Afghanistan, Belarus, Iran, North Korea, Syria, Russia, Crimea and non-government-controlled areas of the Donetsk, Kherson, Luhansk and Zaporizhzhia oblasts of Ukraine or other Ukrainian territories claimed to be Annexed by Russia or any country or region which is, or whose government is, or becomes, a target of comprehensive, country-wide or territory-wide Sanctions Restrictions. the Supplier reserves the right to amend the list of Prohibited Countries by written notice to the Purchaser.

33.45. Purchaser the corporate entity that has subscribed to receive the Digital Services (as identified in the Order Form).

33.46. Purchaser’s Data the Purchaser’s proprietary data or information submitted to the Digital Services by or on behalf of the Purchaser (such as Input Data relating to a Third-Party OEM, Access Credentials, and raw data and other data collected from the Purchaser’s machines, sensors, systems, and environment which is transmitted to the Supplier or its representatives).

33.47. Purchaser’s Indemnity has the meaning given in clause 24.4.

33.48. Purchaser’s Materials the Purchaser’s proprietary: (1) materials; and (2) logos or other creative, graphic or design assets, provided or made available to the Supplier by the Purchaser under or in connection with the Agreement.

33.49. Purchaser’s Property the Purchaser’s Data, Purchaser’s Materials, and Purchaser’s System.

33.50. Purchaser’s System the Purchaser’s proprietary and/or third party-licensed systems and computing environment (or any of its relevant Affiliates) (including hardware, devices, equipment, computer and communications systems and networks, proprietary software, third-party software, and databases).

33.51. Related Entity in respect of any entity, any of its representatives, contractors, subcontractors, intermediaries, joint venture and consortium partners, officers and directors and that entity’s subsidiaries, parent companies (whether direct or indirect) and subsidiaries of a parent company, provided that such entity/person: (1) is receiving or performing services hereunder, or (2) is in any other way (directly or indirectly) associated with the Agreement or linked to the Purchaser.

33.52. Representative any director, employee, officer, adviser, auditor, agent, consultant, distributor, or subcontractor of a party or its Affiliate.

33.53. RM Data remote monitoring data (including data structures and interfaces) derived from the Aggregated Data that relates to and/or concerns: (1) specific equipment within the fleet of connected equipment; (2) how that specific equipment is being used, maintained, and/or operated; and/or (3) the conditions, routes, and/or environment within which the specific equipment operates.

33.54. Sanctioned Person any person, individual, entity, vessel, or aircraft: (a) specially designated, blocked, or otherwise individually listed or targeted by a Sanctions Restrictions or a Sanctions List; (b) that is resident or located in, operating from, or incorporated under the laws of a Prohibited Country; (c) that is, or is part of, the government of a Prohibited Country or any political subdivision, body, agency or instrumentality thereof, or fully or partially owned (directly or indirectly): or (d) fully or partially controlled by, or acting on behalf or at the direction of, or for the benefit of, any individual or entity on a Sanctions List (including but not limited to where the level of direct or indirect ownership amounts to 45% or more on aggregate).

33.55. Sanctions Authority means: (1) the United Nations Security Council; (2) the United States of America; (3) the United Kingdom; (4) Canada; (5) Australia; (6) the European Union (and/or its individual member states); and (7) the respective governmental institutions and agencies of any of the foregoing, or any other jurisdiction that may be relevant to the performance of the Agreement, or rights and obligations pursuant to the Agreement (including jurisdictions relevant to any Related Entities or Affiliates, and/or to the end use of the goods), including the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the US Department of State, the Bureau of Industry and Security of the US Department of Commerce, the Office of Financial Sanctions Implementation, part of His Majesty’s Treasury (OFSI), the European Commission and the relevant national competent authorities (NCAs) within an EU member state.

33.56. Sanctions List any list of Sanctions Restrictions targets maintained by a Sanctions Authority, including without limitation: (a) the Consolidated United Nations Security Council Sanctions List; (b) any list maintained by the OFAC or included in the International Trade Administration’s “Consolidated Screening List”, including the Specially Designated Nationals (SDN) and Blocked Persons List; (c) the Consolidated List of Financial Sanctions Targets or List of persons subject to restrictive measures in view of Russia's actions destabilising the situation in Ukraine, maintained by the UK Treasury; (d) the Consolidated List of Persons, Groups and Entities subject to EU Financial Sanctions; or (e) any similar list maintained by, or public announcement of sanctions made by, any other Sanctions Authority.

33.57. Sanctions Restrictions any economic sanctions laws, regulations, embargoes, or restrictive measures administered (including Export Laws), enacted or enforced by an applicable Sanctions Authority.

33.58. Security Controls the technical and organisational security measures adopted by the Supplier in connection with the provision of the Digital Services as referred in, or incorporated into, the Order Form and Data Processing Addendum.

33.59. Service Level Agreement the document describing the service levels applicable to the Digital Services and Support as referred in, or incorporated into, the Order Form.

33.60. Social Responsibility Laws all applicable laws that concern anti-bribery, anti-slavery, anti-discrimination, or the facilitation of financial crime and tax evasion (such as the UK Criminal Finances Act 2017, the Terrorism Act 2006, the Money Laundering Regulations 2017, the US Foreign Corrupt Practices Act and the UK Bribery Act 2010).

33.61. Special Condition(s) means the supplemental or additional terms and conditions applicable to a specific Digital Service (e.g., concerning interoperability) and as may be documented in the Order Form and/or Separate Contract (as the case may be).

33.62. Subscription Period means, unless specified otherwise as a Special Condition, the period commencing on the Effective Date and, subject to early termination or expiry of the Agreement in accordance with its terms, continuing until the expiry of twelve (12) months commencing from (and including) the Effective Date.

33.63. Supplier the provider of the Digital Services and Support (as identified in the Order Form).

33.64. Supplier’s Data means: (1) all Aggregated Data; (2) all RM Data; (3) all equipment navigation data (including data structures and interfaces and data concerning the movement and operation of equipment) which is
created, generated, derived, or produced by connected equipment and collected by the Supplier (including through the Digital Services); and (4) any other data comprising the Supplier’s Confidential Information (including trade secrets) or which could be used to derive the Supplier’s Confidential Information (including trade secrets).

33.65. Supplier’s Indemnity has the meaning given in clause 22.1.

33.66. Supplier’s IPR all present and future Intellectual Property Rights: (1) comprised in, relating to, or created as a result of, the provision of the Digital Services and Support (excluding the Purchaser’s Property but including the Supplier’s Data and any other structures and models relating to automation and machine learning, interfaces, interface definitions, open-source software, databases, and datasets); (2) in all materials provided or made available in connection with the provision of the Digital Services and Support (including templates, methods, designs, tools, widgets, tool data, machine data and any other know-how or information made available by the Supplier to the Purchaser via the Digital Services from time to time); (3) in any and all adaptations, add-ons, modifications, Updates, and enhancements to the Digital Services and such materials (including at the request or suggestion of the Purchaser or an Authorised User); and (4) created by, or arising as a result of, the Purchaser’s use of the Digital Services.

33.67. Support the provision of troubleshooting and incident / problem classification, response, and resolution services, in each case, to the extent described in the relevant Support Specification.

33.68. Support Specification the document describing the Support to be provided by the Supplier in connection with the relevant Digital Services as referred in, or incorporated into, the Order Form.

33.69. Terms and Conditions of Supply the Supplier’s “Terms and Conditions of Supply (for Goods, Services, and Digital Services)” incorporated into the Agreement, Separate Contract, or provided by the Supplier on request.

33.70. Third-Party Materials the components of the Digital Services listed in the Third-Party Materials List (in respect of which third party licence terms apply to the Purchaser) which Third-Party Materials may comprise software, software services, plugins, open-source software, materials, user-generated content, or other content provided by third parties as part of, or made available via links in, the Digital Services.

33.71. Third-Party Materials List the list of Third-Party Materials: (1) contained in the Order Form or the relevant Digital Services Specification; or (2) made available to the Purchaser on request.

33.72. Third-Party OEM a third-party manufacturer of equipment, components, products, or digital services which are compatible with, or may be integrated for use with, the Digital Services.

33.73. Third-Party Terms the additional terms and conditions applicable to use of Third-Party Materials as identified in the Third-Party Materials List.

33.74. Unsafe unacceptable actual or potential hazards and incidents relating to safety, health, or the environment (including in breach of applicable laws).

33.75. Update(s) modifications, enhancements, upgrades, patches, releases, or new versions of the Digital Services that the Supplier may develop from time to time.

33.76. User Subscription means an individual user subscription purchased by the Purchaser from time to time for use by an Authorised User.