General Terms and BridgeNow Credit Terms

1. Business customers only

Expert Now and BridgeNow Credits are offered only to companies and other professional organisations, and not to consumers acting primarily for private purposes.

These terms apply to purchases of BridgeNow Credits and to Service Orders for Expert Now Services placed through bridgenow.se.

2. Definitions

• BridgeNow — BridgeNow AB, with its registered office in Gothenburg, Sweden.
• Customer — the legal entity that purchases Credits or places a Service Order.
• Customer Organisation — the Customer as a legal entity, including its authorised users.
• BridgeNow Credit / Credit — a contractual prepaid unit that may be used for eligible Expert Now Services.
• Expert Now — BridgeNow's service offering through which advisory services are made available.
• Expert Now Service — a defined advisory service offered by BridgeNow through Expert Now.
• Service Description — the published description of an Expert Now Service, including scope, credit cost and delivery.
• Service Order — the Customer's order or request for a specific Expert Now Service.
• Accepted Service Order — a Service Order that BridgeNow has expressly accepted and which therefore constitutes a binding engagement.
• Customer Materials — information, documents and data that the Customer provides to BridgeNow.
• Deliverable — the output stated in the applicable Service Description or Accepted Service Order.
• Service Value — the monetary value, exclusive of VAT and other applicable taxes, stated or confirmed by BridgeNow when a Service Order is accepted.

3. Order of precedence

In the event of conflict, a separate written agreement expressly covering the relevant Service prevails over an Accepted Service Order. An Accepted Service Order in turn prevails over the applicable Service Description, which prevails over these General Terms, unless expressly stated otherwise.

A separate written agreement between BridgeNow and the Customer may replace or supplement these terms.

4. BridgeNow Credits

• Credits are not money and cannot be redeemed for cash. They are not bank deposits, securities, electronic money or any other financial instrument.
• Credits belong to the Customer Organisation that purchased them. Authorised users of that organisation may use the organisation's balance.
• Credits may not be sold, assigned or transferred to another legal entity without BridgeNow's written approval.
• Credits may be used for eligible Expert Now Services.
• Purchasing Credits does not mean that any specific engagement has been accepted.
• Credits do not entail guaranteed immediate availability or reserved expert capacity unless expressly agreed.
• The validity period is stated at the time of purchase. Credits not used before the end of the validity period lapse, unless BridgeNow extends the validity period in writing.
• As a general rule, Credits are non-refundable after purchase, except where required by law or where BridgeNow permanently discontinues the credit programme without giving the Customer a reasonable opportunity to use valid Credits.
• Where the Customer holds Credits with different validity periods, BridgeNow may normally apply the Credits expiring first.
• Purchased Credits do not lock the future credit price of a Service. The credit cost is determined when BridgeNow accepts a Service Order.
• An Accepted Service Order retains its agreed credit cost even if the catalogue price subsequently changes.

5. Credit purchase compared with Service Order

Credit purchase: the Customer purchases Credits for its Customer Organisation. No specific work, scope or delivery arises from the Credit purchase itself.

Service Order: the Customer requests a specific Expert Now Service. A Service Order is a request for an engagement and does not in itself mean that BridgeNow has accepted the engagement.

Accepted Service Order: a binding engagement arises only when BridgeNow expressly accepts the Service Order.

• the Service is identified and the scope is confirmed,
• the credit cost is locked,
• the Service Value is confirmed,
• the relevant Credits are reserved, and
• any special conditions for the engagement are confirmed.

6. Scope and material volume

Each Service applies only within the scope stated in the Service Description and the Accepted Service Order.

Material volume, complexity or requirements materially outside the stated scope may require a different Service, additional Credits or a separately agreed engagement.

BridgeNow does not charge additional Credits automatically. If the scope needs to change, the Customer is informed and the Customer's approval is obtained before further work outside the accepted scope is performed.

7. Customer Materials

• The Customer is responsible for materials provided being accurate and complete to a reasonable extent.
• The Customer confirms that it has the right to share the materials with BridgeNow.
• The Customer must not provide materials it has no right to share.
• BridgeNow may rely on the Customer Materials unless expressly stated otherwise.
• BridgeNow is not responsible for errors or shortcomings that are mainly caused by inaccurate, incomplete or misleading Customer Materials.

8. Acceptance, reservation and delivery

A Service is considered delivered when the Deliverable described in the applicable Service Description or Accepted Service Order has been provided.

For an Expert Session, delivery means that the meeting has been held and the written summary has been provided.

Credits shall not be consumed more than once for the same Accepted Service Order.

• Requested — no effect on Credits.
• Accepted — the applicable Credits are reserved.
• Delivered — Credits are consumed according to the completion rule for the relevant Service.

9. Cancellation and rescheduling

• If BridgeNow declines a Service Order, no Credits are reserved.
• If BridgeNow cannot deliver an Accepted Service Order, the reservation is released or corresponding Credits are restored.
• If the Customer cancels before work has started, reserved Credits are normally released.
• Specific cancellation and rescheduling rules may be stated in the Service Description or the Accepted Service Order.

10. Prices, payment and VAT

All prices for Expert Now Services and BridgeNow Credits are stated exclusive of VAT and other applicable taxes, unless expressly stated otherwise.

Applicable VAT or other equivalent indirect tax is added where BridgeNow is obliged to charge such tax under applicable rules.

For cross-border B2B services, reverse charge rules or equivalent rules may mean that BridgeNow invoices without Swedish VAT and that the Customer is instead responsible for accounting for applicable VAT or equivalent tax in its country of establishment.

The final tax treatment is determined by applicable legislation, the Customer's country of establishment and tax status, and the nature of the relevant transaction and Service.

The Customer is responsible for providing its correct legal company name, registration details, invoicing details, country of establishment and a valid VAT number or equivalent tax registration details where relevant.

BridgeNow is entitled to verify the details provided before a transaction is processed without Swedish VAT.

BridgeNow may correct obvious tax, VAT or invoicing errors.

BridgeNow may require that payment has been made, or that the Customer has a sufficient valid credit balance, before a Service Order is accepted.

The payment method and currency are shown at purchase, at checkout or in the relevant order information.

The tax treatment of the purchase and use of BridgeNow Credits is determined under legislation in force from time to time. Depending on how Credits may be used and the circumstances of the relevant transaction, the point in time for accounting for VAT or equivalent tax may vary.

11. Confidentiality

Confidential Information means information that is not public, that should reasonably be understood as confidential, and that is provided in connection with the relationship between the parties or an engagement.

The parties shall protect such information against unauthorised use and unauthorised disclosure. The confidentiality undertaking continues to apply after the engagement ends.

• The confidentiality undertaking does not cover information that is public without breach of contract,
• that was already lawfully known to the recipient,
• that has been lawfully received from a third party,
• that has been independently developed without use of the other party's confidential information, or
• that must be disclosed under law, a decision of a public authority or another binding legal obligation.

11b. Use of information and references

BridgeNow may share necessary information with employees, subcontractors, professional advisers and technology providers only to the extent needed for its operations or the delivery, and under appropriate confidentiality and data protection commitments.

The Customer's name, logo or engagement-specific details are not used in public marketing or reference material without the Customer's written approval.

12. AI and technology-assisted delivery and personal data

• BridgeNow may use AI and other technology as internal support for analysis, structuring, research, comparison and preparation.
• BridgeNow is responsible for the final professional assessment and the Deliverable.
• AI may not itself give final approval to a recommendation.
• BridgeNow may use selected technology providers and processors as part of the delivery.
• Personal data is processed in accordance with applicable data protection legislation, including the GDPR where applicable.
• To the extent BridgeNow processes personal data on behalf of the Customer and acts as a processor under Article 28 GDPR, a separate data processing agreement (DPA) shall be entered into before such processing begins. These General Terms do not in themselves constitute such a data processing agreement.

13. Intellectual property

The Customer retains all rights to the Customer Materials.

BridgeNow retains all rights to its existing and background methodology, know-how, templates, models, analysis frameworks, tools, processes, general expertise and improvements that do not contain the Customer's confidential information.

Once the relevant Service has been paid in full, or the Credits relating to the Service have been correctly consumed, the Customer receives a non-exclusive and unlimited right to use that specific Deliverable for its internal business operations.

The Customer does not acquire rights to BridgeNow's background methodology, tools, models or general know-how merely because they were used in producing the Deliverable.

14. Customer responsibility and reliance on advice

BridgeNow provides advisory services and expert assessments. The Customer makes its own final business decisions.

Recommendations are based on the available material, the conditions provided by the Customer and the situation at the time of the Deliverable.

BridgeNow does not guarantee any particular financial, technical or commercial outcome.

The Services do not replace legal, tax, audit or other regulated professional advice where such advice is required.

15. Independence and conflicts of interest

BridgeNow provides independent advice and does not accept compensation from a supplier, platform vendor or implementation partner for recommending that party in an Expert Now engagement.

• there is a conflict of interest,
• BridgeNow's independence could be compromised,
• the engagement falls outside BridgeNow's competence,
• the material is insufficient,
• the engagement could conflict with law, sanctions or professional obligations, or
• sufficient capacity is not available.

16. Limitation of liability

BridgeNow's aggregate liability arising out of or in connection with a specific Accepted Service Order is limited to the Service Value stated or confirmed by BridgeNow when the Service Order is accepted.

For a Service paid directly without Credits, the Service Value normally corresponds to the fee, exclusive of VAT and other taxes, paid or payable for that Accepted Service Order.

For a Service paid with Credits, the Service Value is established when the Service Order is accepted. The limitation of liability is therefore not dependent on which Credit package the Credits used for the Service originally came from.

BridgeNow is not liable for indirect or consequential loss, including loss of profit, lost revenue, lost business opportunities or anticipated savings not realised, to the extent such limitation is permitted by law.

The limitations in this clause do not apply in the event of gross negligence or wilful misconduct, and do not apply to the extent liability may not be limited under applicable law.

17. Termination and unused Credits

• The Customer may stop using Expert Now at any time, but Credits already purchased are normally not refunded.
• Valid Credits may be used until the end of their validity period for as long as the credit programme is offered.
• BridgeNow may suspend or terminate an account in the event of material breach, misuse, non-payment, sanctions or compliance risk, or security risk.
• If BridgeNow permanently discontinues the credit programme, BridgeNow shall offer a reasonable solution for valid unused Credits, for example a reasonable usage period, an equivalent service, or repayment of the relevant unused contract value.

18. Force majeure

BridgeNow is not liable for delay or non-delivery caused by circumstances beyond BridgeNow's reasonable control, such as extensive operational or communication outages, action by public authorities, serious illness, war, natural events or other comparable events.

BridgeNow shall inform the Customer within a reasonable time when practically possible.

19. Assignment

The Customer may not assign its rights or obligations under these terms without BridgeNow's written approval.

BridgeNow may assign these terms, in whole or in part, in connection with a reorganisation, merger, transfer of business or equivalent transaction concerning BridgeNow, provided that the Customer's rights under these terms are not materially impaired.

20. Entire agreement

These terms, the applicable Service Description, the Accepted Service Order and any separate written agreement expressly covering the relevant Service together constitute the parties' entire agreement concerning that Service.

They replace earlier oral or written understandings on the same matter, unless expressly stated otherwise in an applicable separate written agreement.

The order of precedence in clause 3 applies in the event of any conflict between the documents.

21. Waiver

If BridgeNow does not immediately exercise a right under these terms, this does not constitute a waiver of that right and does not prevent BridgeNow from exercising it later.

22. Severability

If any provision of these terms is held to be invalid or unenforceable, this does not affect the validity of the remaining terms.

The provision shall, to the extent possible, be replaced or interpreted in a way that lawfully comes as close as possible to its original commercial purpose.

23. Changes to these terms

BRIDGENOW_TERMS_V3 applies to new acceptances from its effective date.

Changes to the terms apply going forward and do not change already Accepted Service Orders retroactively.

In the event of material changes, the Customer may need to accept a new version of the terms at a later Credit purchase or a later Service Order.

Earlier versions can be identified through the terms version stored in connection with the relevant transaction or Service Order.

24. Governing law and disputes

These terms are governed by Swedish law.

Any dispute arising out of or in connection with these terms shall be settled exclusively by the Swedish courts, with the District Court of Gothenburg (Göteborgs tingsrätt) as court of first instance.

A separate written agreement may provide for a different dispute resolution mechanism where expressly agreed between the parties.

25. Contact

BridgeNow AB

Gothenburg, Sweden

bridgenow.se

Contact me through bridgenow.se if you have questions about these terms.