NetClean GENERAL CONDITIONS (version 2021:1) 
Note that trademarks of Microsoft Corporation as well as other third-party trademarks is owned by the respective parties. NetClean respects any 
such third-party trademarks and other intellectual properties. 

GENERAL 
1. DEFINITIONS 
Unless the context explicitly suggests otherwise, the following words and expressions shall 
have the meaning stated below: 
"the Agreement" shall mean the specific Customer Agreement, or any other agreement, 
referring to and including these General Conditions. 
"Customer" shall mean the organisation specified as Customer in the Agreement. 
"Date of Delivery" shall mean the date when NetClean or Partner, at the latest, send the 
License Object to the Customer. 
"Day(s)" shall mean calendar day(s). 
"Designated Machine(s)" shall mean one or more computers running the NetClean System. 
“Enterprise License” shall mean a license that covers all subsidiaries within the Customer 
group owned, directly or indirectly, with more than fifty (50) percent, as long as such 
subsidiary accepts the rights and obligations of the Agreement and these General 
Conditions. 
"Force Majeure Event" shall mean an event which is caused by an event beyond the 
reasonable control of a Party; and which could not have been prevented by commercially 
reasonable precautions, alternative sources, workaround plans, or other means. 
"Intellectual Property Rights" shall mean all present and future rights, title and interest 
whatsoever whether legal or beneficial anywhere in the world in the copyright and in any 
registered designs, unregistered design rights, trademarks (whether or not registered), 
goodwill, rights or protections equivalent or similar to copyright (including all moral rights), 
topography rights, patents, database rights, know-how, trade secrets, and other intellectual 
property rights. 
"License" shall mean the specified conditions under which NetClean has given the Customer 
the right to use the License Object. 
"License Object" shall mean the Software under the Agreement. 
"License Term" shall mean the Agreement dates (from – to) specified in the Agreement and 
any automatic renewal term following the initial term of the License as long as the 
Agreement has not been terminated. 
"NetClean" shall mean NetClean Technologies AB with registered number 559016-9040 and 
with domicile in Göteborg, Sweden. 
“NetClean System” shall mean one or more of the following products under named brands; 
NetClean ProActive™ and/or NetClean ProTective™. 
"Partner(s)" shall mean an, by NetClean appointed, authorised distributor, authorised agent 
or authorised reseller of NetClean System specified in the Agreement. 
"Party/Parties" shall mean Customer or NetClean/Partner by themselves or in conjunction. 
"Product Specifications" shall mean the oral and written product specifications presented to 
the Customer in direct relation to negotiations before entering into the Agreement. 
"Regulatory Requirements" shall mean the national and international regulatory approvals, 
processes, requirements and other procedures with which NetClean and/or the Customer 
must comply. 
"Revision(s)" shall mean releases and versions of the Software that incorporate coding error 
fixes and/or new functionality. 
“SLA” means NetClean’s Service Level Agreement defining the details of the services 
provided. 
"Software" shall mean the functionality implemented as software in any NetClean System. 
LICENSING TERMS
2. LICENSE 
2.1 The License Object belongs to, or is licensed to, NetClean and NetClean shall retain on 
behalf of itself, or the original owner, title to any Intellectual Property Rights. 
2.2 The license granted to Customer is a non-exclusive right to use the License Object in 
accordance with the conditions in the Agreement. 
2.3 The Customer may not transfer or sub-license the License Object with exception of 
transfer as defined in this article. The License may be totally transferred to a subsidiary (with 
more than fifty (50) percent ownership) if the subsidiary was part of the original license, 
NetClean is notified immediately, and the new customer accepts the rights and obligations 
of the Agreement and these General Conditions. 
2.4 Any label or information about any patent, copyright or similar in program or on program 
media delivered to the Customer shall not be destroyed or changed. 
3. REVISIONS 
3.1 The Customer is entitled to Revisions during the License Term. 
4. SOFTWARE WARRANTY 
4.1 The Customer is aware of the fact that all software contains unknown bugs and when 
delivered the Software may contain such bugs. 
4.2 NetClean warrants that the License Object will, when delivered, be in good working 
order and conform to the Product Specifications when used, without material alteration and 
in accordance with NetClean’s instructions, on the Designated Machines. 
4.3 Should any of the License Object, in the absence of Customer’s accident, abuse or 
misapplication, fail to conform to the Product Specifications, under normal use and service, 
during three (3) months period after Date of Delivery, NetClean’s sole obligation shall be – at 
NetClean’s option - to correct or replace the failing License Object. 
4.4 NETCLEAN DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING 
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A 
PARTICULAR PURPOSE. 
4.5 Customer shall be responsible for assuring 
a) that Regulatory Requirements are met for implementing the NetClean System in the 
country of which the Customer conducts its business, 
b) the accuracy of the input data, and 
c) proper use of the License Object. 
5. SUPPORT 
(The details of the support, if any, is agreed in a separate Service Level Agreement or the 
Customer Agreement.) 
5.1 NetClean and their Partner (acting under the Agreement) support only the License 
Object, and any other NetClean product. For support regarding other products please refer 
to the respective supplier. 
5.2 NetClean and their Partners reserves the right to cease support of older Revisions of any 
NetClean System with twelve (12) months’ published notice in advance, so called End-of-Life 
period, and also to alter specifications and features of any NetClean System in future 
Revisions, although not in contradiction to the main objective of the functionality as 
expressed in Product Specifications. 
6. INFRINGEMENT 
6.1 NetClean warrants that the use of the Software and the exercise of the License acquired 
and/or to be acquired under this Agreement do not and will not violate the intellectual 
property rights of any third party. NetClean shall indemnify, defend and hold harmless the 
Customer from and against all claims, damages, costs and expenses arising from any claim 
that the Software or use of the Software infringes any third party's intellectual property 
rights, provided that the Customer has promptly given to NetClean written notice of such 
claim; has provided to NetClean all reasonable assistance in defending against such claim; 
and has permitted NetClean complete control of the defense or settlement of such claim. 
Where, following legal proceedings and/or negotiations as described in this article, an 
infringement is established or acknowledged, NetClean shall, at its own expense and option 
either: 
a) procure for the Customer the right to continue the use of the Software; 
b) replace the same with non-infringing Software of equivalent function and performance; or 
c) modify the Software so that it becomes non-infringing without materially detracting from 
function or performance. 
7. ACCEPTANCE AND TESTING 
7.1 If not otherwise specifically agreed in the Agreement, the Software is considered 
accepted on Date of Delivery. Any testing of compatibility with the Customer’s system shall 
be performed before Date of Delivery. 
8. BLOCK LISTS 
8.1. Block lists are used and included in the NetClean System. They are sensitive and 
confidential and must be handled accordingly and the Customer is responsible for proper 
handling of the Block lists. The Block lists may not be further distributed in any way apart 
from previously stated intended purposes and it may only be utilized during the license 
period and must thereafter be deleted. 
8.2 The Customer acknowledges that NetClean can in no way warrant the accuracy or 
completeness of the Block lists. 
9. EXPORT RESTRICTIONS 
9.1 Customer acknowledges that the License Object may contain technology that is subject 
to export restrictions by the United States government, Swedish government, EU 
government and other governments and also import restrictions by certain foreign 
governments. The Customer will not, and will not permit any third-party, to export or permit 
the export or re-export of any part of the License Object in violation of such restrictions. 
10. STATISTICS 
10.1 For development purposes NetClean may use aggregated incident and user interaction 
information, as long as identification of the Customer or any individual end-user is not 
possible. 
MISCELLANEOUS 
11. PRICE AND PAYMENT TERMS 
(Applicable if not sold via a Partner) 
11.1 Prices and fees in the Agreement are exclusive VAT and any other taxes at present or 
added in the future. Prices are fixed and, if not otherwise stated, in euro (EUR). 
a) Within Sweden: Invoice will include Swedish VAT (mervärdesskatt). 
Copyright © 2015-2021 NetClean Technologies AB, Reg. no. 559016-9040 VAT no. SE559016904001 DUNS no: 352801748 
Första Långgatan 30, SE-413 27 Göteborg, Sweden, Tel: +46 31-719 08 00, http://www.netclean.com 
2
b) Within EU, except Sweden: If a valid VAT-number is supplied to NetClean, the invoice will 
NOT include Swedish VAT. 
c) World export excl. EU: The invoice will not include any Swedish VAT, however the invoice 
can be subject to custom taxes and VAT in the receiving country (and such tax and VAT is the 
responsibility of the Customer). 
11.2 Prices are valid for each calendar year and NetClean may change prices for each new 
calendar year. For any such change in price to be valid NetClean shall inform the Customer 
by the latest four (4) months before the new prices shall take effect and if the new price is 
more than fifteen (15) percent higher than the current prices the Customer may terminate 
the Agreement, for the affected Licensed Object, if notifying NetClean by the latest within 
one month after being notified about the price change. 
11.3 All payments for a License shall for Agreement year 1 be made within thirty (30) days 
after, which is latest, the date of the invoice and agreed Date of Delivery and for the 
Agreement year 2 and onwards shall be made within thirty (30) days after, which is latest, 
the date of the invoice or day 1 of the respective forthcoming period. 
11.4 All payments for other services and products other than a License shall be made by the 
latest thirty (30) days after the date of the invoice. 
11.5 For any late payments NetClean is entitled to penalty interest at the rate of twelve (12) 
percent per annum until full payment. 
11.6 If the Customer is late with a payment more than thirty (30) days after the Customer 
has been notified by NetClean about the late payment, NetClean may in writing terminate 
the Agreement in its entirety with immediate effect. If NetClean terminates the Agreement 
NetClean is entitled to compensation for products and services delivered and damages, 
including full payment of any outstanding License fee for the remaining time of the 
Agreement term. 
12. LIMITATION OF LIABILITY 
12.1 Under no circumstances shall NetClean or its Partner be liable to the Customer for cost 
of replacement products or services, loss of profit, loss of production, loss of business, loss 
of use, loss of data, loss of information or any indirect, incidental, unforeseen or special 
consequential damages being the result of the sales, use or inability to use any of NetClean 
System or any other NetClean products or services, or for a claim from an employee or any 
third party being accused, fairly or unfairly, of vising sites with, or possession of, child sexual 
abuse material or similar, even if NetClean being informed about the risk for such damages. 
The above limitation is not applicable regarding injury to person to the extent it can not be 
excluded by applicable law. 
12.2 NetClean’s liability for damages shall, with the exception of intent or gross negligence, 
always be limited to direct damage up to the lower of the following two amounts; an 
amount equivalent to the average annual licence fee value under the Agreement or EUR 
50,000. 
12.3 NetClean and their Partners are not liable for any claims due to the NetClean System’s 
breach of Regulatory Requirements under which the Customer operates. 
13. ASSIGNMENT 
13.1 NetClean and their Partners may without the Customer’s approval assign the right to 
payments. 
13.2 Neither Party shall have the right to assign, with the exception of article 2.3 and 13.1, 
the Agreement or any right herein without the prior written consent of the other Party. 
14. CONFIDENTIALITY 
(Applicable if no separate mutual non-disclosure agreement is in place between the Parties 
giving no lesser than the below described rights for NetClean) 
14.1 In performance of its obligations, each Party may have access to confidential 
information owned or controlled by the other Party, for example any financial information, 
trade secrets, customer lists or other information which it may from time to time receive or 
obtain (orally or in writing or in disc or electronic form) as a result of entering into or 
performing its obligations pursuant to the Agreement or otherwise, relating to any of the 
Parties, which is not in the public domain. Each Party shall keep all such confidential 
information in strict confidence and undertakes not to use the confidential information 
outside the scope of the Agreement, unless: 
i) required to do so by law or pursuant to any order of court or other competent 
authority or tribunal; 
ii) required to do so by any applicable stock exchange regulations or the regulations of 
any other recognised marketplace; 
iii) such disclosure has been consented to by the other Party in writing (such consent not 
to be unreasonably withheld); or 
iv) the information is disclosed to its professional advisers who are bound to such Party by 
a duty of confidence which applies to any information disclosed. 
14.2 If a Party becomes required, in circumstances contemplated by (i) or (ii) to disclose any 
information, the disclosing Party shall use its reasonable endeavours to consult with the 
other Party prior to any such disclosure 
14.3 Upon the disclosing Party's request all confidential information disclosed to the 
receiving Party shall be returned to the disclosing Party or shall be destroyed according to 
the disclosing Party's instructions. The receiving Party shall comply with such request within 
thirty (30) Days and shall upon request confirm in writing that it has complied with its 
obligation 
15. TERMINATION 
15.1 The Agreement shall terminate thirty (30) Days after written notification by the nonbreaching Party, at the non-breaching Party’s option, if the other Party is in breach of a 
material part of the Agreement. If the Agreement is terminated by NetClean the Customer 
shall, at Customer’s own expense, immediately return the License Object to NetClean or 
Partner. 
15.2 If Customer, at least three (3) months before end of the Agreement Period, chooses to 
cancel any automatic renewal defined in the Agreement and done so in writing to NetClean 
or their Partner, the Agreement is terminated at the end of the Agreement period and 
Customer shall at Customer’s own expense, either immediately return the License Object to 
NetClean or Partner, or at NetClean’s option, destroy the License Object. 
16. DATA PROTECTION 
16.1 The NetClean System handles no personal data at NetClean’s, or partner’s, 
premises/systems. The NetClean System only handles personal data, if so chosen by the 
Customer, at Customer premises and only accessible to the Customer. It is the responsibility 
of the Customer to ensure that any registration of data in connection with the use of the 
NetClean System is handled in accordance with applicable data protection legislation. For 
any other handling of personal data both Parties shall handle such data in accordance with 
applicable data protection legislation. 
17. PURCHASE ORDER 
17.1 It will not affect the terms of the Agreement if Customer issues purchase orders, not 
defined in the Agreement, to be able to process deliveries and/or invoices. 
18. WITHHOLDING TAX (WHT) 
18.1 As long as the NetClean income arising out of the Agreement, which is derived from 
licensing of NetClean’s Licensed Object, whether embedded or as a separate unit, is not 
subject to withholding tax under any tax treaty convention between Sweden and the 
country of the Customer, no withholding tax shall be deducted from any payment to 
NetClean. 
18.2 Upon request from the Customer, NetClean will provide to the Customer a tax 
certificate certifying its status as taxpayer in Sweden. 
18.3 If any portion of NetClean's income arising out of this Agreement, is or becomes subject 
to withholding tax under applicable tax treaty convention between Sweden and the country 
of the Customer, such amounts will be deducted from payment to NetClean. In such event, 
the Customer shall provide to NetClean a tax certificate from the tax authority, establishing 
the fact that tax has been withheld by the Customer and paid to the tax authority, so as to 
avoid double taxation. 
19. NO WAIVER 
19.1 Neither Party will be deemed to have waived any of its rights under 
the Agreement by lapse of time or by any statement or representation other than (i) by an 
authorized representative and (ii) in an explicit written waiver. No waiver of a breach of the 
Agreement will constitute a waiver of any prior or subsequent breach of the Agreement. 
20. FORCE MAJEURE 
20.1 Neither Party shall be liable for any loss incurred by the other Party, to the extent that 
the loss is caused by a Force Majeure Event, however, only to the extent that the suffering 
Party has used all reasonable endeavours to remove, avoid or overcome such Force Majeure 
Event without undue delay. 
20.2 In the event that a Party is prevented from performing its obligations as a consequence 
of a Force Majeure Event, the performance may be postponed until such time as the 
impediment no longer exists or can reasonably be overcome. The Party suffering from the 
above circumstances shall immediately inform the other Party of such circumstances and 
estimate how long the Party reasonably expects the postponement to last. 
21. SURVIVAL 
21.1 After expiration of the Agreement the following articles in these general Conditions 
shall survive 2.1, 4.3-4, 12.1-3, 14.1-3, 21, 22 and 23. 
22. GOVERNING LAW 
22.1 The Agreement will be governed by the laws of Sweden. 
23. DISPUTE 
23.1 Any dispute, controversy or claim arising out of or in connection with the Agreement, or 
the breach, termination or invalidity thereof, shall be finally settled by arbitration in 
accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the 
Stockholm Chamber of Commerce. If the amount in dispute is not above EUR 15,000, the 
dispute shall be handled by the general courts of Sweden.