General Terms of Service

These general terms of service (the “Terms”) are an agreement between Tandem Health AB reg. no. 559444-6857 ("Tandem", "we", "us", or "our") and you (the "Customer", “you”) (each a “Party”, together the “Parties”) that governs your use of our Services (as defined below). By signing up to use the Services, you agree to be bound by the Terms. You represent that you are lawfully able to enter into contracts and, if you are signing up on behalf of an entity, that you have legal authority to bind that entity. If you are entering into an agreement with Tandem, either through a signed agreement or through an online order confirmation that you receive upon purchase of self-service subscription to the Services (each a “Customer Agreement”).  The Terms also refer to and incorporate the Privacy Policy, the Cookie Policy, the Acceptable Use Policy, and any other guidelines or policies we may provide to you in writing or as available on our website (the "Tandem Policies"). In the event of any conflict between the Customer Agreement, the Terms, the Data Processing Agreement, and the Tandem Policies, the following order of precedence shall apply: (1) the Customer Agreement, (2) the Terms, (3) the Data Processing Agreement, and (4) the Tandem Policies. The Data Processing Agreement shall prevail in respect of the processing or protection of personal data. 

1. Services 

1.1 Definition of the Services 

Tandem provides a software-as-a-service solution (the "Services") intended to be integrated into or used in connection with the Customer's electronic medical records system, clinical or administrative systems, or any other systems used by the Customer (the "Customer Systems"), including, where applicable, via application programming interfaces (APIs). The specific products and modules that form part of the Services as subscribed to by the Customer, and any module-specific terms or conditions, are set out in the applicable Customer Agreement. Tandem may from time to time introduce new products, modules, or functionalities as part of the Services. 

The Services are designed to support the Customer’s clinical, administrative, social care, and/or other operational processes, including by processing, structuring, analysing, and presenting information supplied by or through the Customer Systems. The Services may generate insights, summaries, recommendations, or other outputs intended to support the Customer's internal workflows and decision-making processes. 

The Services includes access to Tandem's software platform (the "Platform") and related components, which may include data ingestion and connectivity features, personalisation, analysis and decision-support modules and presentation tools, integration functionality, and related documentation, as made available through our website, web application, desktop application, or mobile application (the "App"). An integral part of our Services are medical devices that are classified as Class IIa medical devices within the meaning of (as applicable) the EU Medical Device Regulation and/or the Medical Devices Regulations 2002 (SI 2002/681) (as amended) and any successor UK legislation (collectively, "MDR"). In addition, certain Services or modules may include artificial intelligence (“AI”).  

1.2 Use of Services 

Subject to the Customer’s compliance with the Terms and the applicable Customer Agreement, the Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for its internal clinical, administrative, social care, and/or other operational purposes during the applicable Subscription Period, and for the number of licenses as set out in the applicable Customer Agreement or as otherwise agreed by the Parties. The Services are continuously being developed and may be expanded, modified, or improved over time. If we make a material change to the Services, we will provide reasonable notice. 

The Services are provided primarily as a decision-support tool and do not replace professional medical judgement, social care assessments, or other independent professional verification of information. The Services utilise AI, which may contain errors, omissions, or inaccuracies inherent to such AI-systems, and the output thus requires control and verification of its accuracy. The Customer retains full responsibility for the use of the Services in clinical practice, social care, or other professional settings, all records and documentation, and all clinical, care-related, or other decisions based on or informed by using the Services. You must use the Services in accordance with the Acceptable Use Policy and, where applicable, the Instructions for Use (“IFU”) provided by Tandem.  

1.3 Account Administration and Responsibilities 

The Customer has the main responsibility for assigning appropriate user roles and granting and removing access to the Services within its organisation. The Customer is responsible for providing and maintaining accurate and up-to-date account information and necessary login credentials, including but not limited to promptly revoking access for users who are no longer authorised or employed with the Customer. The Customer may also specify an administrator within the organisation, for such account administration purposes. 

The Customer is responsible for all activities that occur under its account, including the act or omissions of administrators or end-users. You may not share login credentials with third parties, resell or lease access to your account, nor share an account between multiple users. You will promptly notify us if you become aware of any unauthorised access to or use of your account or our Services. 

1.4 Third-Party Providers 

The Services may integrate with or rely upon third-party platforms, data sources (including medical information and clinical databases) and other external services that are not under Tandem's control ("Third-Party Providers"). Tandem selects such Third-Party Providers with due care but is not responsible for their acts, omissions, availability, accuracy, or performance. Use of Third-Party Providers is subject to their own terms of service and policies, which the Customer is encouraged to review. Tandem makes no representations regarding Third-Party Providers’ content, integrations, or data, including the accuracy or completeness of any information sourced from such Third-Party Providers. 

Where Tandem engages third parties to process Input Data (as defined below) on its behalf in connection with the provision of the Services, such third parties act as sub-processors ("Sub-Processors"). Tandem is responsible for its Sub-Processors and ensures that they are bound by data processing obligations no less protective than those set out in the Data Processing Agreement. A list of approved Sub-Processors is set out in the Data Processing Agreement. For the avoidance of doubt, this Section applies only to the extent Tandem processes Input Data as a processor on behalf of the Customer. To the extent Tandem processes personal data as a data controller in accordance with Section 7.2, any third parties engaged by Tandem for such processing act as Tandem's own processors and are governed by Tandem's Privacy Policy and applicable law. 

2. Content and Use of Data 

2.1 Participant Data 

When using the Services, the Customer may connect the Customer Systems or otherwise provide or upload data originating from or relating to patients, service users, or other individuals receiving care or services, and to any other individuals whose information may be captured in connection hereto, including patient records, case records, medical records, clinical or care notes, transcripts, and any documents or information that identifies, relates to, is derived from, or reveals information about such individuals ("Participant Data"). As between the Customer and Tandem, all rights, title, and interest in and to Participant Data remain exclusively with the Customer. Tandem does not acquire any ownership rights in Participant Data and will only use Participant Data as set out in the Terms and the Data Processing Agreement, including but not limited to provide, anonymise, personalise, maintain, support, secure the Services, and to comply with applicable law. To the extent the Customer is entitled to grant the relevant rights, the Customer grants Tandem, its affiliates, Sub-Processors, and service providers a non-exclusive, worldwide, royalty-free right and license to host, copy, store, reproduce, transmit, process, analyse, modify, adapt, transform, combine, and prepare derivative works of Participant Data to the extent necessary for such permitted use, in each case subject to the Data Processing Agreement and applicable law. 

Tandem will not use Participant Data for product development, research, AI training, or any other secondary purpose, and will only use Participant Data in accordance with the Terms, the Data Processing Agreement and, to the extent required by applicable law, including for product safety, vigilance, post-market surveillance, and risk management under the MDR. Tandem shall, where possible, use anonymised data for such purposes and otherwise apply appropriate safeguards, including pseudonymization. Tandem may create and use de-identified data from Participant Data only to the extent the underlying processing is permitted under the Data Processing Agreement or required by applicable law. 

2.2 User Data and Input Data 

When using the Services, the Customer and its users may generate and provide data relating to clinical, administrative, social care, or other professional workflows and use of the Services, including notes, referrals, care plans, and other materials created within or derived from the Services that are not Participant Data ("User Data"). Participant Data and User Data together constitute "Input Data". Any text, summary, recommendation, analysis, transcription, or other result generated by the Services from Input Data (“Output Data”) shall be treated as Participant Data to the extent it contains or is derived from Participant Data, and does not otherwise constitute User Data. Notwithstanding the foregoing, any templates, layouts, formats, forms, and documentation configurations that are created in, or with the use of, the Services, excluding any Participant Data or other content that is entered into, generated within, or populated within any such template ("Templates"), shall not constitute Input Data. 

As between the Customer and Tandem, the Customer retains all ownership rights to User Data. The Customer grants Tandem, its affiliates, and service providers a non-exclusive, worldwide, royalty-free license to use, store, process, and analyse User Data for the following purposes: 

• operating, maintaining, supporting, and securing the Services; and 

• complying with applicable law and enforcing Tandem's terms and policies; and 

• quality assurance and service delivery, to ensure the correct functioning, performance, and reliability of the Services; and 

• product development, AI and machine learning model training, and any other legitimate business purpose, provided that prior to any such use Tandem anonymises or de-identifies the relevant User Data in accordance with applicable law such that it can no longer reasonably be used to identify the Customer, its organisation, its users, or any individual. 

Tandem's rights in and to anonymised Input Data shall survive termination or expiration of the Customer Agreement. 

2.3 Usage and Metadata 

In connection with your use of the Services, we collect and generate data relating to how the Services are accessed and used, including technical logs, system performance data, feature usage statistics, session data, and derived metadata that does not originate from Customer Systems ("Usage and Metadata"). Usage and Metadata does not include Participant Data and, to the extent it includes personal data, will be processed in accordance with applicable data protection law and the Data Processing Agreement. We own all rights, title, and interest in and to Usage and Metadata and may use it for any legitimate business purpose, including: 

• operating, maintaining, and improving the Services; 

• producing aggregated benchmarks and industry insights across our customer base, provided that no individual customer client is identifiable in any such output; and 

• AI and machine learning model training and improvement. 

Tandem's rights in and to Usage and Metadata shall survive termination or expiration of the Terms. 

2.4 Feedback 

If you provide feedback, suggestions, or recommendations regarding the Services (“Feedback”), we may use such Feedback without restriction or compensation for any purpose, including to develop and improve the Services, and you assign to us all rights, title, and interest in and to Feedback. To the extent such assignment is not effective under applicable law, the Customer grants Tandem a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and exploit the Feedback for any purpose. The Customer waives, and shall procure the waiver of, any moral rights in Feedback to the extent permitted by applicable law. Providing Feedback does not entitle the Customer to any rights in the Services. 

For the avoidance of doubt, nothing in this Section affects our obligations as a data processor to the extent any data, feedback etc. incidentally contains personal data, which shall continue to be governed by applicable data protection law and the Data Processing Agreement. 

3. Restrictions 

We own all right, title, and interest in and to the Services, the Platform, all related software, algorithms, models, prompts, methodologies, workflows, know-how, Templates and documentation, and all modifications, enhancements, and derivative works of any of the foregoing (collectively, the “Tandem Materials”), including all intellectual property rights therein, whether registered or unregistered, such as patents, copyright, trademarks, design rights, database rights, and trade secrets (collectively, “Intellectual Property Rights”). The Tandem Materials must not be reproduced, distributed, sold, modified, copied, limited or used without our written consent, and you will only receive rights to use the Services as explicitly granted in these Terms. 

You will only use the Services for their intended purpose given by Tandem and in full compliance with all applicable laws and regulations, including those governing patient safety, data protection, and clinical or other professional practice. You are aware that by using a medical device outside the intended use given by the legal manufacturer, you may become legal manufacturer yourself and bear liability. You will not infringe, misappropriate or violate Tandem’s or any third-party's rights, including Intellectual Property Rights, attempt to extract, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, models, prompts, know-how or underlying components of the Services, or conduct any security or penetration testing without Tandem's prior written consent. This restriction does not apply to the limited extent that such activity is expressly permitted by mandatory applicable law, provided that the Customer gives Tandem prior written notice where legally permitted and does not use or disclose the resulting information for any purpose other than that permitted by mandatory applicable law. 

You will not use the Services or any Output Data to develop, train, fine-tune, validate, benchmark, calibrate, or otherwise improve any artificial intelligence model, algorithm, or system, or create derivatives, standalone datasets, embeddings, vector databases, or other products based thereon, or in any other way use our Services for the purpose of developing or making available products or services that compete with our Services. 

You will not use, extract or consume the Services or related data in a manner that violates any applicable laws or Tandem Policies (including the Terms). This includes, for example, that you may not scrape, harvest, bulk-download, or programmatically extract data from the Services except through authorised APIs. 

You acknowledge that any actual or threatened breach of this Section 3, or any unauthorised use, disclosure, reproduction, or extraction of Tandem's intellectual property, Confidential Information, algorithms, models, or underlying technology, may cause Tandem irreparable harm for which monetary damages alone would not be an adequate remedy. Accordingly, and notwithstanding Section 11 (Dispute Resolution), Tandem shall be entitled to seek immediate interim or injunctive relief through emergency arbitrator proceedings under the applicable SCC Rules, in addition to any other remedies available. Seeking such relief shall not constitute a waiver of either Party's right to arbitration under Section 11. 

4. Confidentiality 

4.1 Use and Non-Disclosure 

Any business, commercial, medical, technical, operational or financial information, materials, or other subject matter disclosed or made available by one party ("Discloser") to the other party ("Recipient") constitutes confidential information (“Confidential Information”), regardless of medium, that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. Tandem's Confidential Information includes, but is not limited to, the Services, Platform, Tandem Materials, documentation, source and object code, all underlying software, algorithms, models, prompts, workflows, specifications, security information, product roadmaps, pricing, analyses, benchmarks, know-how, trade secrets, and all and related materials and observations, analyses, and derivatives thereof. For the avoidance of doubt, Confidential Information includes Usage and Metadata and Input Data. To the extent any Confidential Information constitutes personal data or Participant Data, the Data Processing Agreement shall apply. Recipient agrees it will: 

• only use Discloser's Confidential Information to exercise its rights and fulfil its obligations under the Terms, 

• take appropriate technical and organisational measures, including access controls and strict need-to-know principle, being at least the same degree of care as the Recipient applies to its own confidential information of equivalent sensitivity, and in any event no less than industry-standard measures to protect the Confidential Information; and 

• not disclose the Confidential Information to any third-party except as expressly permitted in the Terms. 

4.2 Exceptions 

The obligations in Section 4.1 do not apply to any information that: 

• is or becomes generally available to the public through no fault of Recipient, 

• was in Recipient's possession or known by it prior to receipt from Discloser, 

• was rightfully disclosed to Recipient without restriction by a third-party; or 

• was independently developed without use of Discloser's Confidential Information. 

Recipient may disclose Confidential Information only to its and its affiliates’ employees, directors, contractors, agents, attorneys, auditors, prospective investors or acquirers, and service providers and professional advisers who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of the Terms. Recipient remains responsible for any breach of this Section 4 by its employees and contractors. Recipient may disclose Confidential Information to the extent required by law or a binding decision or order by any authority, regulator, governmental body or order of court of competent jurisdiction, provided that Recipient uses reasonable efforts to notify Discloser in advance (unless prevented to do so by applicable law). 

5. Subscription Period and Termination 

5.1 Effective Date and Subscription Period 

The Terms enter into force on the date as set out in the Customer Agreement, or, where applicable, upon the Customer's online acceptance of the Terms (the "Effective Date"). The Terms shall remain in effect until the end of the applicable Subscription Period, including any renewals thereof. The Subscription Period means the period during which the Customer is entitled to access and use the Services, as specified in the applicable Customer Agreement. 

5.2 Termination and Renewal 

The Subscription Period will automatically renew for successive periods of the same duration as the initial Subscription Period, unless otherwise agreed in a Customer Agreement or either Party gives the other written notice of non-renewal in accordance with the notice period set out in the applicable Customer Agreement, or if no such period is specified, no later than three (3) months before the end of the then-current Subscription Period. Any such notice of non-renewal shall be sent in writing to the other Party's designated contact address (for notices to Tandem: support@tandemhealth.ai). Upon valid notice of non-renewal, the Terms will terminate at the end of the then-current Subscription Period. 

5.3 Early Termination 

Each Party may terminate the Customer Agreement upon written notice if:

• the other Party materially breaches the Terms and such breach is incapable of cure; or being capable of cure, remains uncured thirty (30) days after receiving written notice of the breach; or 

• the other Party ceases its business operations or becomes subject to insolvency proceedings. 

We may suspend your access to the Services or terminate any applicable Customer Agreement:

• if required to do so by law, 

• to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third-party; or 

• for repeated or material violations of Tandem Policies 

We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination. 

5.4 Effect of Termination 

Termination or expiration will not affect any rights or obligations, including the payment of any amounts due under the Customer Agreement up to the date of termination or expiration of your Subscription Period. Upon termination of the Customer Agreement by Tandem pursuant to Section 5.3 due to the Customer’s material breach or insolvency, all Fees (as defined below) that would have become payable for the remainder of the Subscription Period as set out in the applicable Customer Agreement, shall become immediately due and payable. For the avoidance of doubt, termination does not give rise to any repayments of any amounts already paid or due. 

Tandem will make Input Data available for export for a period of thirty (30) days following the date of termination or expiration of this Customer Agreement, upon the Customer’s written request, using the export functionality and formats made available by Tandem from time to time. Upon the Customer's written request, Tandem will also provide reasonable information to support the migration of the Input Data to the Customer or to another provider designated by the Customer. The Customer is responsible for retrieving its Input Data within this period. Any export, migration, or related assistance requested by the Customer that goes beyond the export functionality or formats made available by Tandem, or beyond what Tandem is required to provide under mandatory applicable law, might be provided as separately chargeable services at Tandem's then-current rates or as otherwise agreed between the Parties. Following the retrieval period, Tandem will delete or anonymise all Input Data in accordance with applicable law and the Data Processing Agreement, unless retention is required by law.  

5.5 Survival 

Upon termination or expiration of the Customer Agreement, for any reason, all rights and obligations under the Customer Agreement shall immediately terminate, except for rights and obligations that by their nature or express terms are intended to survive and liabilities accrued before or as a result of such termination or expiration. Sections 2 (Content and Use of Data), 3 (Restrictions), 4 (Confidentiality), 5.4 (Effect of Termination), 5.5 (Survival), 6 (Payment and Invoicing), 7 (Personal Data), 8 (Warranties, Liability and Limitation of Liability), 10 (Miscellaneous), and 11 (Dispute Resolution) shall survive termination or expiration of the Customer Agreement. 

6. Payment and Invoicing 

6.1 Fees and Billing 

You agree to pay all fees charged to your account (the "Fees") according to the prices and terms stated in the Customer Agreement. Payment for the Services are made annually in advance for each Subscription Period, unless stated otherwise in the Customer Agreement. Your Fees may change if you add additional modules or functionalities. If you are using a third-party payment processor, you authorise us and our third-party payment processor(s) to charge the payment method provided on your account on an agreed-upon periodic basis, but we may reasonably change the date on which the charge is posted. Fees are exclusive of VAT and taxes and are due thirty (30) days following invoice issuance, unless otherwise agreed in the Customer Agreement. 

Payments are nonrefundable. 

If your use of the Services exceeds the limits set out in your Customer Agreement, or if you activate additional features, seats, or usage units, Tandem may invoice you for such overage in accordance with the applicable pricing, and you agree to pay all such additional Fees. 

6.2 Free Tier Services 

Tandem may offer a free or limited version of the Services ("Free Tier Services"). The Free Tier Services may be used without payment, subject to the limitations and features made available by Tandem from time to time. Tandem may modify, limit, or discontinue the Free Tier Service at any time without notice. If you choose to upgrade from the Free Tier Services to a paid subscription, the Fees and billing terms set out in your Customer Agreement will apply. 

6.3 Disputes and Late Payments 

To dispute an invoice, you must contact support@tandemhealth.ai within thirty (30) days of issuance. If payment in full of any invoice is not made on or before the due date, interest will accrue in accordance with Swedish law and we may suspend the Services immediately after providing written notice of late payment. 

7. Personal Data 

7.1 Role as Processor 

When you use our Services, we act as a processor under the General Data Protection Regulation (EU) 2016/679 ("EU GDPR"), the EU GDPR as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"), and the Swiss Federal Act on Data Protection of 25 September 2020 ("FADP") (collectively, "Data Protection Law") with respect to certain personal data that we process on your behalf. To govern this processing relationship, we will enter into a data processing agreement in accordance with Article 28 of the EU GDPR (or equivalent provisions under applicable Data Protection Law).  

7.2 Role as Controller 

To the extent required by law, e.g. for product safety and risk assessment under the MDR, Tandem may process personal data as data controller under the applicable Data Protection Law. Tandem will not process any personal data for other purposes than required by law as data controller. Tandem will always adhere to the principle of data minimisation and will encrypt or anonymise data whenever possible. For more information on how we handle personal data, please refer to our Privacy Policy.  

8. Warranties, Liability and Limitation of Liability 

8.1 The Services are provided "as-is" 

You acknowledge and agree that we provide the Services "as-is" to support your workflows and that Tandem does not act as, or on behalf of, the Customer in its capacity as any healthcare provider, social care provider, medical professional, or other professional practitioner. 

Uninterrupted and complete availability of the Services cannot be guaranteed according to the current state of technology. We are therefore not liable for the constant and uninterrupted error-free availability of the Services. Insofar as we have influence on interruptions, we will endeavour to keep such interruptions as short as possible. 

The Services use artificial intelligence to generate Output Data. Output Data is generated through automated processes and is intended to support, not replace, professional review. Tandem does not independently verify data provided by or through the Customer's systems, including electronic medical records, case management systems, or other record systems, or data from third-party systems or integrations. 

The Customer remains responsible for how the Services are used in practice, including reviewing and validating any Output Data, and for ensuring compliance with applicable laws, other regulations, professional standards, and ethical obligations. While we continuously work to improve the quality, reliability, and availability of the Service, we do not guarantee uninterrupted or error-free operation, or that Output Data will be complete, accurate, or suitable for any particular purpose. 

The Services may occasionally be unavailable due to maintenance, updates, or circumstances beyond our reasonable control. We will use reasonable efforts to minimise such interruptions. 

To the fullest extent permitted by law, all conditions, warranties and representations implied by statute, common law or otherwise are excluded.  

8.2 Limitation of Liability 

To the maximum extent permitted by applicable law, neither Party will be liable under the Terms for any indirect, special, incidental, or consequential damages (including lost profits or cost of substitute services). Each Party’s total aggregate liability under the Terms will not exceed the total amount paid by the Customer to Tandem in the six (6) months immediately prior to the event giving rise to liability. 

Notwithstanding the foregoing, nothing in this Section 8.2 shall limit or exclude a Party’s liability for: 

• fraud, gross negligence, or wilful misconduct, 

• the Customer’s breach of Section 3 (Restrictions), 

• the Customer’s breach of Section 8.5 (Indemnity), 

• the Customer’s infringement or misappropriation of Tandem’s intellectual property rights, 

• either Party’s breach of Section 4 (Confidentiality); or 

• any liability which cannot be limited or excluded under mandatory applicable law. 

8.3 Liability Period 

Any claim arising out of, or in connection with, the Terms must be brought within six (6) months from the date on which the claiming Party became aware, or reasonably should have become aware, of the circumstances giving rise to the claim. In no event may the claim be brought more than twelve (12) months after the event giving rise to the claim occurred. This limitation applies to all claims regardless of their legal basis, to the maximum extent permitted by applicable law. For avoidance of doubt, this Section 8.3 does not apply to claims for unpaid Fees, claims arising from the Customer’s breach of Section 3, claims arising from either Party’s breach of Section 4, or claims relating to infringement or misappropriation of Intellectual Property Rights or trade secrets. 

8.4 Intellectual Property Warranty  

Tandem warrants that the Services do not infringe any third-party intellectual property rights. This warranty does not extend to any infringement arising from (i) the Customer’s use of the Services in combination with any products, services, or systems not provided by Tandem, (ii) modifications to the Services made by the Customer or any third party, (iii) the Customer’s use of the Services other than in accordance with the Terms, or (iv) Input Data provided by the Customer. In the event of a claim that the Services infringe a third-party’s intellectual property rights, Tandem may, at its sole discretion and expense, (a) modify or replace the affected part of the Services to make them non-infringing, or (b) procure for the Customer the right to continue using the affected part of the Services.  

8.5 Indemnity 

The Customer shall  indemnify, defend, and hold harmless Tandem, its affiliates, and their respective directors, officers, employees, and agents from and against all third-party claims, losses, liabilities, damages, penalties, costs, and expenses, including reasonable legal fees, to the extent arising out of or resulting from: 

• your breach of Section 3 (Restrictions), or Section 4 (Confidentiality), 

• any claim that Input Data infringes third-party rights or violates applicable law, 

• your use of the Services in breach of healthcare or social care regulations, data protection laws, or professional standards including claims by clients, service users, or third-parties arising from your use of Output Data, 

• your use of the Services outside the intended purpose given by Tandem as legal manufacturer of the Services being a medical device within the meaning of the applicable legislation, 

• your use of our services in an improper manner that infringes third-party rights, including IP rights, 

• your failure to inform clients or to obtain necessary consents or legal basis for providing Input Data or using the Services; or 

• regulatory investigations or fines imposed on Tandem arising from your acts or omissions. 

Tandem  shall promptly notify the Customer of any indemnified claim and may, at its option, assume  control of the defense and any settlement of that claim. The Customer shall provide reasonable cooperation at its own expense. The Customer may not settle any claim without Tandem's prior written consent if the settlement admits liability, imposes an obligation on or otherwise adversely affects Tandem. This indemnification obligation survives termination of the Customer Agreement. 

9. Force Majeure 

Except for payment obligations, neither you nor we will be liable for any failure or delay in performance caused by circumstances beyond the affected Party's reasonable control. Such circumstances include, but are not limited to, natural disasters, acts of government, acts of war or terrorism, civil unrest, labour disputes, failures of telecommunications or internet service providers, power outages, failures or delays of cloud hosting providers or third-party platforms, interruption or degradation of network or infrastructure services, or other events beyond reasonable control. The affected Party will promptly notify the other Party of the force majeure event and use commercially reasonable efforts to mitigate the effects of the event, but will have no obligation to provide refunds, credits, or other compensation arising from such delays or failures. 

10. Miscellaneous 

10.1 Modifications and Updates of the Terms and the Tandem Policies 

We may update the Terms, and the Tandem Policies from time to time, to reflect changes in applicable law, updates to the Services, the introduction of new services, modules or functionalities, or similar operational or technical reasons. General adjustments to Fees are governed by Section 10.2 or the applicable Customer Agreement. The most current version of the Terms will be available at tandemhealth.ai, and the Customer undertakes to review and familiarise itself with the Terms that apply at the time of use. If, in our sole discretion, an update materially and adversely impacts the Customer’s rights or obligations, we will provide at least thirty (30) days' written notice (email being sufficient) before the update takes effect. If the Customer does not agree with such update, the Customer may terminate the affected Customer Agreement by giving written notice (email being sufficient) before the updates takes effect, in which case termination shall take effect immediately before the update. An update necessary for Tandem to comply with applicable law may take effect on shorter notice, in which case Tandem will provide notice as soon as reasonably practicable. Any other update will be effective on the date it is posted. The Customer’s continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. 

10.2 Annual Fee Adjustments 

Unless otherwise expressly agreed in the Customer Agreement, Tandem may adjust the Fees for the Services annually by up to five (5) per cent by giving you no less than thirty (30) days’ written notice prior to the adjustment taking effect. Any such adjustment shall take effect from the start of the next Subscription Period. This Section 10.2 exclusively governs general adjustments to the Fees and does not limit additional Fees arising from additional modules, functionalities, seats, or usage under Section 6.1.  

10.3 Assignment 

Neither of us may assign any rights or obligations under the Terms without the written consent of the other Party. However, Tandem is always entitled to transfer rights or obligations (i) within its respective group of companies, provided that the transferring party undertakes to continue to be jointly and severally liable for such group companies that acquire rights or obligations, or (ii) in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. 

10.4 Publicity 

We may use your name, trademarks, and logos to refer publicly to you as a Customer of ours in connection with the Services, during the Subscription Period and for a period of sixty (60) days following the termination or expiration of the Customer Agreement, during which period Tandem shall use commercially reasonable efforts to remove or cease such use. We will comply with any trademark usage requirements specified by you. Upon your written request during the Term, we will with commercially reasonable efforts cease any further use of your name, trademarks, and logos as described in this Section. 

10.5 English Language 

The Terms may be available in languages other than English. To the extent of any inconsistencies or conflicts between the English Terms and Tandem’s Terms available in another language, the most current English version of the Terms will prevail. The language of any dispute resolution proceedings shall be as set out in Section 11. 

By using English legal terms and concepts, the Terms do not intend to incorporate any legal standards beyond those that would apply under a Swedish translation and interpretation of such terms and concepts. 

10.6 General Provisions 

10.6.1 Entire Agreement.

The applicable Customer Agreement, the Terms, the Data Processing Agreement, and the Tandem Policies incorporated by reference collectively constitute the entire agreement between the Customer and Tandem regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations regarding the Services, whether oral or written. In the event of any conflict, the order of precedence set out in the introductory provisions of the Terms shall apply. 

10.6.2 Severability.

If any provision of the Terms is found unenforceable, the remaining provisions will remain in full force and effect. 

10.6.3 Change of Control.

Either Party may request renegotiation of these Terms in the event of a change of control of the other Party that may materially affect that Party's ability to perform its obligations. 

10.6.4 Waiver.

A failure by either Party to enforce any provision of the Terms will not constitute a waiver of that provision or any other provision. 

10.6.5 Notices.

Notices under the Terms must be sent by email or written delivery. Notices to Tandem must be sent to: support@tandemhealth.ai. Notices to you may be sent to the email address associated with your account. 

10.6.6 Independent Contractors.

The relationship between the Parties under the Terms is that of independent contractors. Nothing in the Terms shall be construed as creating a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Neither Party has the authority to bind the other Party or to incur any obligation or liability on behalf of the other Party. 

10.6.7 No Third Party Beneficiaries.

The Terms are entered into solely for the benefit of the Parties. Except as expressly stated in the Terms, no person or entity that is not a Party, including but not limited to any of the Customer's clients or employees, shall have any right to enforce any term of the Terms, whether as a third-party beneficiary or otherwise. 

10.7 Verification of Compliance 

Audits and inspections relating to Tandem’s processing of personal data or overall compliance with the Terms are governed by the Data Processing Agreement and the Terms. Tandem will, after receiving a written request by the Customer, make available to the Customer such relevant information as Tandem, in its sole discretion, considers appropriate, which may include, without limitation and without any obligation to provide any specific type of documentation, third-party audit reports, certifications, or summaries thereof (such as ISO/IEC 27001 certification or an equivalent). Any information shared with the Customer as a part of the audit and/or inspection are governed by Section 4 (Confidentiality) in the Terms. 

11. Dispute Resolution 

The Terms shall be governed by and construed in accordance with Swedish law, without regard to its conflict of law rules. 

Any dispute arising out of or in connection with the Terms, including any question regarding their existence, validity, or termination (a “Dispute”), shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC 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 or three arbitrators. The seat of arbitration shall be Stockholm and the language of the proceedings shall be English. 

All arbitral proceedings, including information disclosed, documents submitted, and decisions or awards rendered, shall be kept strictly confidential and may not be disclosed to any third party without the prior written consent of the other Party, except to the extent required by applicable law or by order of a competent authority, provided that the disclosing Party uses reasonable efforts to notify the other Party in advance. Nothing in this Section 11 shall prevent either Party from seeking interim or injunctive relief through emergency arbitrator proceedings under the applicable SCC Rules.