General Terms and Conditions for Products and Services

Effective from 28 May 2026.

1. Application and basic definitions

These general terms and conditions apply to all deliveries from Tempivo AB, company registration no. 559580-6497, to the customer where the terms are stated in a quotation, order, order confirmation, agreement or other written document between the parties. Deviations from these terms apply only if they have been expressly approved in writing by Tempivo.

The customer's own purchasing terms, standard terms or terms in ordering systems, invoices or the like do not apply, even if Tempivo has not specifically objected to them.

"Agreement" means the parties' written agreement concerning delivery, including quotation, order confirmation or other document stating scope, prices, term or special conditions. "Product" means physical goods, hardware, sensors, gateways, accessories, spare parts or other equipment. "Service" means cloud services, SaaS, API, integration, cellular data services, support, consulting services, managed services or other services provided by Tempivo. "Solution" means Product and Service together.

Provisions relating to Product apply only to hardware and other physical equipment. Provisions relating to Service apply only to services. This is particularly important for SLA, availability, support, warranties and claims.

2. Scope of delivery

Tempivo shall deliver the Product and/or Service set out in the Agreement. Scope, quantity, measurement points, users, features, regions, communication technology, interfaces, term and prices shall be stated in the Agreement or in Tempivo's product and pricing information in force from time to time to which the Agreement refers.

Information in marketing, presentations, websites, catalogues and price lists is binding only if the Agreement expressly refers to it. Technical data, illustrations, images and descriptions are indicative unless expressly stated to be binding requirements.

Tempivo's solutions are intended for monitoring, data collection, documentation, analysis, deviation indication, alarms and follow-up. Unless otherwise expressly agreed, the Solution is not a real-time system, a certified safety system, a medical device system, a regulatory reporting system or a guarantee that deviation, damage, infection, quality deficiency or other condition will not occur.

3. Documentation, instructions and information

Tempivo shall provide the user documentation and instructions reasonably required for normal installation, commissioning, use and handling of Product and Service. Documentation may be provided electronically.

The customer shall follow Tempivo's instructions for installation, placement, mounting, configuration, use, battery management, API calls, security, maintenance and troubleshooting. Deviation from the instructions may affect function, warranty, support and liability.

Documentation, technical information, drawings, software, data formats, API descriptions, calculation models, interfaces and other material provided by a party remains that party's property. Such information may be used only for the purpose for which it was provided and may not be copied, distributed or made available to third parties without written consent.

Tempivo is not obliged to provide source code, design documentation, manufacturing documentation, internal operations documentation or documentation for manufacture of Product, spare parts or software.

4. Delivery of Products

Unless otherwise agreed in writing, Product is delivered Incoterms 2020 EXW from the location specified by Tempivo. Risk in the Product passes to the customer when the Product has been made available for collection.

The customer is responsible for freight, transport, insurance, customs, import, export, handling and other costs after delivery, unless otherwise expressly agreed. Tempivo may, by agreement, arrange freight on the customer's behalf. Such freight is at the customer's risk and expense.

Delivery time is stated in the Agreement. If delivery is delayed due to circumstances attributable to the customer, non-payment, changed scope, lack of cooperation, force majeure or circumstances beyond Tempivo's reasonable control, the delivery time is extended to a reasonable extent.

If the customer does not accept or collect delivery in due time, Tempivo may store the Product at the customer's risk and expense. The customer shall then pay amounts due on delivery as if delivery had taken place.

5. Commissioning and provision of Services

Tempivo shall make the Service available from the agreed start date or such later date as follows from the customer's cooperation, delivery of Product, technical prerequisites, third-party dependencies or other circumstances for which Tempivo is not responsible.

The Service is deemed available when the customer can begin using the Service at Tempivo's connection point, for example web service, app, API or other agreed technical access point. The customer's own systems, endpoints, integrations, networks, firewalls, users or internal procedures are not part of Tempivo's connection point unless otherwise expressly agreed.

The customer may use the Service only in its own business and only to the extent provided in the Agreement. The customer is responsible for authorised users, login credentials, API keys, security settings, data quality and use of the Service.

Tempivo may change, update, further develop, limit or replace features, interfaces, APIs and underlying technology when required for operations, security, maintenance, product development, changed legal requirements, changed third-party terms or technical improvements. Changes that materially impair the customer's agreed main function shall be notified within a reasonable time when practicable.

Tempivo may temporarily limit or shut down the Service if required for security, operational, maintenance, legal, regulatory or protective reasons, in case of suspected unauthorised use, where there is risk of harm to Tempivo or another customer, or in case of material payment delay.

6. Customer undertakings

The customer shall provide the information, decisions, approvals, access, technical prerequisites and cooperation that Tempivo reasonably needs to perform the Agreement.

The customer is responsible for its business, its users, premises, vehicles, installations, networks, endpoints, firewalls, API keys, authentication credentials, integrations, third-party systems, data quality, internal procedures and compliance with applicable laws and regulatory requirements.

Unless otherwise agreed in writing, sensors, accessories, spare parts, service actions and other components used together with the Service shall be supplied or approved by Tempivo. Where non-approved components are used, Tempivo may charge for additional work and limit support, warranty or access to the Service to the extent this affects the Solution.

7. Prices, invoicing and payment

The customer shall pay the prices and fees stated in the Agreement or Tempivo's applicable price list. All prices are exclusive of value added tax, customs, duties and similar charges.

Unless otherwise agreed, the first order is invoiced forty (40) per cent on entry into the Agreement and sixty (60) per cent on delivery of Product or when the Service is made available. Recurring fees are invoiced in advance for the agreed period. Consulting services, support outside agreed scope, additional work, freight and other costs may be invoiced on an ongoing basis or in arrears.

Payment shall be made within thirty (30) days net from invoice date, unless otherwise agreed in writing. In case of late payment, default interest applies under the Swedish Interest Act (räntelagen) together with compensation for reminder, collection and recovery costs.

If the customer is in default of payment and does not pay after written reminder, Tempivo may suspend delivery, support, access to Service and other undertakings until full payment has been made. Tempivo is entitled to withhold new delivery for as long as the customer has overdue unpaid amounts.

Tempivo may adjust recurring fees once per year from a new contract period or calendar year in line with changes in the Consumer Price Index (KPI) or other relevant index. Tempivo may furthermore adjust fees affected by changed third-party costs, operator costs, cloud costs, licence costs, currency fluctuations, legal requirements, taxes or government charges.

8. Title and right of use

Product sold to the customer remains Tempivo's property until full payment has been received, to the extent retention of title is valid under applicable law.

If Product is rented, leased, loaned or included as equipment in a Service without separate sale, Tempivo retains title. The customer shall care for such Product properly, keep it identifiable and accessible for service, inspection and return.

The customer may not pledge, sell, rent out, lend, dismantle, manipulate, modify or otherwise dispose of Product owned by Tempivo without Tempivo's written consent.

9. Software, intellectual property and data

Tempivo and its licensors retain all intellectual property rights in Product, Service, software, API, documentation, models, design, know-how, trademarks and other material provided or developed by Tempivo.

The customer is granted a non-exclusive, non-transferable and limited right to use software, API, documentation and Service to the extent required for the customer's use under the Agreement. The customer may not copy, modify, decompile, sublicense, sell, rent out, make available or use software, API or Service outside the scope of the Agreement.

The customer owns the customer's data. Tempivo may process the customer's data to the extent required to deliver, maintain, troubleshoot, secure, improve and develop the Solution and to comply with legal requirements and the Agreement. Tempivo may use aggregated or anonymised data for statistics, analysis, product development and quality assurance, provided that the customer or individual data subjects cannot be identified.

If the Service includes third-party software, cloud services, operator services or other third-party components, the terms and technical limitations applied by such third parties also apply. Tempivo is not responsible for third-party components beyond what expressly follows from the Agreement.

10. Personal data and information security

Where Tempivo processes personal data on behalf of the customer, the customer is the data controller and Tempivo the processor, unless otherwise follows from the parties' written agreement. The customer is responsible for ensuring that there is a lawful basis, purpose, instructions and necessary information to data subjects.

Tempivo shall implement reasonable technical and organisational security measures for the Service having regard to the nature, risk and agreed scope of the Service. The customer is responsible for security in its own systems, networks, endpoints, user accounts, permissions, integrations and security settings.

The customer shall immediately notify Tempivo of suspected unauthorised access, leaked login credentials, intrusion, security incident or other event that may affect Product, Service or the customer's data.

11. Support, SLA and availability

Support and service levels apply only to the Services covered by the Agreement. Unless otherwise expressly agreed, the following service levels apply.

Area	Service level	Measurement period	Comment
Support	First response within one (1) business day for at least 95% of correctly reported cases	Calendar month	Applies on business days 08:00–17:00 Swedish time.
Cloud service	99% availability at Tempivo's connection point	Calendar month	Does not include the customer's systems, networks, endpoints, integrations or third-party services.
API/integration	Covered by cloud service availability only at Tempivo's API connection point	Calendar month	No guarantee of real time, receipt in the customer's systems or further processing.
Cellular data/communication	Best effort. No guaranteed percentage availability	Not applicable	Dependent on operator, roaming, coverage, radio environment, network capacity and placement.
Product/hardware	Not covered by SLA, uptime, response time, resolution time or price reduction	Not applicable	Defects handled under warranty and claims for Product.

"First response" means Tempivo's acknowledgement of receipt of a support case and, where possible, initial assessment or notice of further handling. First response does not mean that the case must be finally resolved within the same period.

A support case is correctly reported when the customer has reported the case via the agreed contact channel and provided sufficient information for Tempivo to begin troubleshooting. The customer shall state affected products, services, times, locations, installation, battery status, network environment, endpoints, integrations, error messages, logs and other relevant information.

Tempivo's obligation to begin troubleshooting arises only when Tempivo has received sufficient information. Tempivo is not liable for delay, failure to troubleshoot or failure to remedy caused by insufficient, incorrect or late information from the customer or the customer's lack of cooperation.

Availability does not include planned maintenance, security measures, the customer's actions or omissions, the customer's systems, the customer's networks, incorrect integrations, firewalls, API keys, third-party systems, operators, roaming partners, radio environment, lack of coverage, force majeure or other circumstances beyond Tempivo's reasonable control.

If agreed availability for the cloud service is not achieved and the fault is attributable to Tempivo, the customer's sole remedy is a price reduction for the affected Service. A price reduction is payable only after written claim from the customer no later than thirty (30) days after the measurement period to which the claim relates and may not exceed ten (10) per cent of the monthly fee for the affected Service for the current month. No price reduction applies to hardware, cellular data service, API problems in the customer's systems or other parts not covered by agreed availability.

12. Warranty and claims for Products

Tempivo is liable for defects in Product arising from material, manufacturing or design faults that manifest during the warranty period. Unless otherwise agreed in writing, the warranty period is twelve (12) months from the delivery date.

The customer shall inspect Product on receipt and claim visible damage, deviations or defects without unreasonable delay. Defects discovered later shall be claimed without unreasonable delay after discovery and no later than within the warranty period.

Tempivo's liability under warranty comprises, at Tempivo's option, repair, re-delivery, replacement product, spare part or credit of the affected Product. Replaced Product or part belongs to Tempivo if Tempivo so requests.

The warranty does not cover faults, damage, impaired function or data loss caused by incorrect installation, mounting, placement, handling, storage, use, interference, physical damage, moisture, dirt, chemicals, extreme temperatures, transport after delivery, battery or other consumable, lack of coverage, radio environment, operator, roaming partner, modification, unauthorised service, use outside agreed purpose or other circumstances for which the customer is responsible.

Defects in Product do not in themselves constitute lack of availability in Service and do not entitle to SLA compensation unless expressly agreed.

13. Cellular data service, API and data delivery

Cellular data services, mobile connectivity, roaming and other communication are provided on a best-effort basis via underlying operators, network providers, roaming partners or other third-party suppliers.

Tempivo does not guarantee specific coverage, uninterrupted connectivity, network capacity, roaming, real-time transmission or that data can always be transmitted from a given location, vehicle, container, building, warehouse, basement, plant room or other shielding environment.

Data may be affected by measurement intervals, transmission intervals, battery status, local buffering, retries, connectivity, maintenance, operational disruptions, hardware placement and other technical prerequisites. Tempivo is not responsible for the customer's endpoint, receipt, further processing, integration, API keys, firewalls, security settings or third-party systems.

14. Defects in Service

A defect in Service means that the Service materially deviates from agreed function and the deviation is attributable to Tempivo. A defect does not exist if the deviation is due to the customer's use, the customer's systems, the customer's data, the customer's instructions, third-party services, operators, radio environment, lack of coverage, maintenance, security measures, force majeure or other circumstances beyond Tempivo's reasonable control.

In case of defect in Service, Tempivo shall, at its own assessment, remedy the defect, provide a workaround, adjust configuration, provide instructions or otherwise reasonably address the deviation. The customer's right to price reduction is limited to what is stated in section 11.

15. Limitation of liability

Tempivo's aggregate liability for claims arising during a contract period is limited to the lower of: (i) an amount corresponding to the fees paid by the customer to Tempivo for the affected Product or Service during the twelve (12) months preceding the damaging event, or (ii) [amount] SEK. For Product sold as a one-off delivery, liability is limited to the price of the affected Product.

Tempivo is not liable for indirect damage or loss, such as loss of profit, production loss, loss of savings, lost business, loss of goodwill, data loss, consequential damage, damage to goods, damage to the customer's business or claims from third parties, except in case of intent or gross negligence.

Penalties, price reductions, credits, warranty remedies and damages shall not be payable cumulatively for the same circumstance. A remedy already provided shall be deducted from other compensation for the same event.

The limitations of liability do not apply to the extent otherwise required by mandatory law, in case of intent or gross negligence, or for payment obligations in respect of unpaid fees.

16. Confidentiality

A party may not, without the other party's written consent, disclose confidential information to third parties or use such information for purposes other than performance of the Agreement. Confidential information means technical, commercial, financial or other information that should reasonably be regarded as confidential.

Confidentiality does not apply to information that is publicly known, which a party lawfully knew before receipt, which was lawfully obtained from third parties, which was independently developed without use of confidential information, or which must be disclosed under law, regulatory decision or stock exchange rules.

17. Force majeure

A party is excused from liability for failure to perform a particular obligation if the failure is due to circumstances beyond the party's reasonable control which the party could not reasonably have foreseen or avoided. Such circumstances may include war, conflict, terrorism, sabotage, cyberattacks, government action, changed legislation, pandemic, epidemic, strike, lockout, natural disaster, fire, flood, extensive operational disruption, power outage, interruption of internet, cloud services, operator networks, transport or delivery from subcontractors.

A party wishing to invoke force majeure shall notify the other party without unreasonable delay. Performance is postponed to the extent and for the period during which the impediment exists.

18. Term and termination

Term, binding period and notice period are stated in the Agreement. Unless otherwise agreed, the Agreement applies from the day the parties enter into the Agreement and runs for an initial period of twelve (12) months. Thereafter the Agreement is extended by twelve (12) months at a time unless terminated in writing no later than three (3) months before the end of the period.

Either party may terminate the Agreement with immediate effect if the other party commits a material breach and does not remedy the breach within thirty (30) days of written request for remedy. If the breach cannot be remedied or continued performance cannot reasonably be required, termination may take effect immediately.

Tempivo may terminate the Agreement or suspend the Service if the customer uses the Solution in breach of law, regulatory requirements, the Agreement or Tempivo's instructions, or if use risks harm to Tempivo, another customer, third parties or the security or operation of the Service.

On termination of the Agreement, the customer shall cease using the Service and, where Product is owned by Tempivo, return such Product without delay in accordance with Tempivo's instructions. Unpaid fees and compensation for the period before termination shall be paid even if the Agreement ends.

19. Assignment and subcontractors

The customer may not assign the Agreement or rights and obligations under the Agreement without Tempivo's written consent. Tempivo may assign the Agreement to another company in the same group or in connection with a business transfer.

Tempivo may use subcontractors to perform the Agreement. Tempivo is responsible for subcontractors' work as for its own work, subject to the limitations following from these terms and third-party dependencies.

20. Notices

Notices under the Agreement shall be given in writing to the address or email address stated by the party. Notice by email is deemed received on the next business day after sending, unless the sender receives an error message or other indication that the message did not arrive.

21. Governing law and disputes

The Agreement shall be interpreted and applied in accordance with Swedish law. Disputes arising from the Agreement shall be finally resolved by a Swedish court of general jurisdiction with Stockholm District Court (Stockholms tingsrätt) as court of first instance, unless the parties agree otherwise in writing.