Purchase Terms

Purchase Terms & Conditions

1. Terms

Sugi Group AB reg. no. 559009-0378, box 65, Birger Jarlsgatan 57 C, 113 56 Stockholm ("Bower") has developed Bower Checkout, a software-as-a-service solution that is integrated into an e-commerce merchant's checkout flow and rewards consumers for recycling the shipping packaging used to deliver their online orders, as further described in Section 2 below (the "Service").

The following terms and conditions govern the relationship between a company (the "Customer") that has signed a written quote from Bower (the "Quote") in order to make the Service available to consumers purchasing from the Customer's e-commerce store. The Quote and these terms and conditions together make up this "Agreement". In case of any discrepancies between these terms and conditions and the Quote, the text in the Quote shall be given precedence.

2. Bower's Commitments and Provision of the Service

Bower undertakes to provide the Service, which consists of:

• (a) integrating a text-based cashback offer ("Bower Checkout") into the Customer's online checkout flow, informing the consumer of the deposit value stated for the Customer's shipping packaging in the Quote (the "Deposit Value") that the consumer can receive for recycling that packaging;
• (b) providing the Bower consumer app, available on AppStore and Google Play, enabling the consumer to scan the shipping label (fraktsedel) of their delivered order and, once the app has confirmed via GPS that the consumer is located at a recycling point (public or private), pay out the corresponding Deposit Value to the consumer;
• (c) providing Bower customer support to answer consumers' questions and complaints relating to the Service.

If agreed in the Quote, Bower will also provide the Customer with a monthly report containing statistics on Service usage and recycling volumes for the previous month.

3. The Customer's Commitments

The Customer shall:

• (a) pay the license fee for participation in Bower Checkout in advance, according to the Quote. Where the Quote instead specifies that the license fee is calculated as a revenue share of the incremental revenue or conversion uplift generated by Bower Checkout (the "Revenue Share Fee"), the Customer shall pay such Revenue Share Fee as set out in the Quote, including the measurement methodology used to determine the uplift (e.g. A/B testing against a holdout group);
• (b) irrespective of whether a free trial month applies under the Quote, pay Bower the Deposit Value for all orders placed during the trial period and thereafter throughout the term of the Agreement. A free trial, where offered, applies only to the license fee (fixed fee or Revenue Share Fee, as applicable) and never to the Deposit Value;
• (c) ensure that Bower has continuous access to the shipping labels (fraktsedlar) required for consumers to scan in order to receive their Deposit Value. The Customer shall provide such access either by (i) manually uploading the relevant shipping label data to Bower on an ongoing basis, or (ii) granting Bower access or integration to the Customer's shipping/freight system; and
• (d) deliver to Bower any updated logos and marketing material reasonably required for Bower to provide the Service.

In addition, for one-time services as specified in the Quote, the following terms of use apply:

• Services must be initiated before the end of the specified license period. If no license period is specified, the current period applies.
• Fees for one-time services cannot be shifted from one service to another without approval from Bower.

4. Availability of the Service

The country(ies) in which the Service is available for use by consumers is specified in the Quote.

5. Use of Information

Bower is free to use information and data regarding the recycling of the Customer's shipping packaging connected to the Service, including data derived from the shipping labels and shipping system access provided under Section 3(c), and shall be able to use statistics generated from consumers' use of the Service in order to make changes and improvements to the Service. Bower also has the right to provide general information about consumers' use of the Service related to the Customer's Service performance for marketing and external communication regarding the Service.

With the exception of Bower's right to use the Customer's information as described above, Bower undertakes to treat any information it receives about the Customer as a result of this Agreement as confidential and to not disclose or provide such information to any third party without the Customer's prior written approval.

The Customer undertakes not to use any information it has received about Bower and the Service for purposes other than the provision of the Service, neither for its own benefit nor for anyone else's, without the written approval of Bower.

6. Fees and Payments

For the Service and any ancillary services, the Customer shall pay to Bower the fees specified in the Quote, which shall consist of either (i) a fixed license fee, or (ii) a Revenue Share Fee, as specified in the Quote, in addition to the Deposit Value payable in accordance with Section 3(b).

Unless otherwise agreed in the Quote, the Customer shall register a valid debit or credit card with Bower's payment provider, and Bower shall charge the applicable license fee (fixed fee or Revenue Share Fee, as applicable) directly to that card in advance of each invoicing period specified in the Quote. The Customer shall ensure that a valid, non-expired card with sufficient available funds remains registered with Bower throughout the term of the Agreement. If a card payment fails or is declined, Bower reserves the right to discontinue the Service to the Customer without prior notice.

Only where expressly agreed in the Quote shall Bower instead invoice the Customer for the license fee. In such case, an initial invoice will be issued no later than 30 days from the date of signature as recorded by our audit trail for the Quote, and thereafter in advance of each subsequent invoicing period. Payment shall be made no later than 14 days from the date of invoice, unless otherwise agreed in the Quote. If payment is not received in due time, Bower reserves the right to discontinue the Service to the Customer without prior notice.

If the Quote provides for a free trial month, such trial shall apply solely to the license fee (fixed fee or Revenue Share Fee, as applicable). The Customer shall, regardless of any free trial, pay the Deposit Value for shipping packaging in accordance with Section 3(b) for the entire trial period.

The Customer must ensure that an invoice can be properly issued as per its internal purchasing requirements before the Service is made available to the Customer, in cases where invoicing applies in accordance with this Section.

Fixed license fees for the Service and any ancillary services are fixed for the Initial Term (see Section 8). Once the Initial Term has expired and the Agreement continues on a rolling basis in accordance with Section 8, fees will continue to be charged by card (or invoiced, where applicable) in advance, subject to Bower's right to change fees in accordance with Section 11.

In addition to the above, and Section 8 below, Bower reserves the right to at the start of each calendar year adjust its standard fixed-fee pricing levels subject to the Swedish Consumer Price Index ("CPI") (Sw: Konsumentprisindex), without giving prior notice to the Customer. This adjustment does not apply to any Revenue Share Fee percentage. The adjustment shall be made as a comparison against CPI for the December preceding the yearly adjustment, whereby the reference month shall be December of the previous year. Consequently, fixed license fees will be adjusted in January each year in accordance with the above.

7. Intellectual Property Rights

Bower owns and holds any and all intellectual property rights related to the Service on the Bower platform and mobile application and shall own and hold all intellectual property rights to changes and improvements to the Service. The Customer owns and holds any and all intellectual property rights related to its logos, marketing material and shipping data provided under Section 3(c). No intellectual property rights are transferred between the parties as a result of this Agreement.

Bower shall have a limited right during the term of this Agreement to use the Customer's selected trademarks and product names for the purpose of the Service. Bower undertakes to follow the Customer's instructions regarding profiling, logos/branding, symbols or other intellectual property rights. Upon termination of the Agreement, Bower shall immediately cease using trademarks, product names, symbols and/or other intellectual property rights owned by the Customer.

Bower guarantees to the Customer that the Service can be used freely by consumers in accordance with this Agreement and that the software in the Service is not burdened by or infringes on any third party's rights.

8. Term of the Agreement

This Agreement is valid from its signing and for an initial term of 12 months starting from the date of deployment of Bower Checkout on the Customer's site or 45 days from the date of signature as recorded by our audit trail for the Quote, whichever comes first (the "Launch Date") (the "Initial Term").

Following the expiry of the Initial Term, the Agreement shall continue in force for an indefinite period on a rolling basis, until terminated by either party in writing with three (3) full calendar months' notice, unless otherwise agreed in the Quote. Notice of termination may be given at any time following the expiry of the Initial Term and the Agreement shall terminate upon expiry of the three (3) full calendar months' notice period. For the avoidance of doubt, where notice is given on any date other than the first day of a calendar month, the notice period shall run from the first day of the calendar month following the month in which notice is given.

9. Limitation of Liability

Except for in cases of gross negligence or intent, the parties' liability in relation to this Agreement is limited to direct damage. Under no circumstance shall Bower's total liability towards the Customer exceed an amount corresponding to the total amount paid by the Customer to Bower under this Agreement during the 12-month period immediately preceding the event causing the liability to arise.

10. Force Majeure

If Bower is prevented from fulfilling its obligations under this Agreement due to circumstances beyond Bower's reasonable control, such as lightning strikes, labor conflicts, fire, changed law or government regulation, government intervention, power outages or other barriers to data transmission and errors or delays in services or products from a sub-processor or sub-contractor, this shall constitute a basis for exemption which implies the postponement of the date of performance and relief from damages and other possible penalties.

11. Changes

Bower reserves the right to propose changes or amendments to this Agreement. Such changes shall become effective as follows:

• (a) with one (1) month's written notice to the Customer, provided that the Customer approves the change in writing, in which case the change becomes effective on expiry of that one-month notice period or such later date as agreed; or
• (b) absent the Customer's written approval under (a), the change shall nonetheless become effective upon expiry of a three (3) month period from the date the change was presented to the Customer in writing, during which period the Customer may instead terminate the Agreement in accordance with Section 8 to avoid being bound by the change.

If any changes to the Agreement are a result of a court order or new legislation, the changes shall be sent to the Customer and be valid immediately.

12. Governing Law and Disputes

This Agreement shall be governed by and construed in accordance with the laws of Sweden.

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the "SCC").

The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one (1) or three (3) arbitrators.

The seat of arbitration shall be Stockholm and the language used in the arbitral proceedings shall be English, unless otherwise agreed in writing between the parties.