1 Background

1.1 OneLab is an occupational health care and medical clinic registered as a healthcare provider with the Health and Social Care Inspectorate. The operation is subject to the Health and Medical Services Act (HSL).

1.2 OneLab provides services tailored to the workplace risks faced by employees and other staff in their work, such as stress-related diseases, physical inactivity, and lack of sleep. Furthermore, these services are part of the Customer’s workplace environment efforts to identify and eliminate these risks and the diseases that may arise or be affected as a result of these.

2 OneLab’s Services

2.1 Services

2.1.1 OneLab offers the Customer and the Customer’s employees access to OneLab’s health portals and the services therein from time to time (“Health Portal”), as well as other services and options (such as health examinations and Additional Services) as specified in the Agreement, collectively referred to as “the Services”.

2.1.2 Before OneLab starts delivering the Services according to the Agreement, the Customer must specify how many of the Customer’s employees will have access to the Services and provide correct contact information for such employees (“Users”). For clarification, each individual employee that the Customer has indicated will have access to the Services is considered a User.

2.1.3 OneLab reserves the right to subcontract the provision of the Services and otherwise for the performance of the Services and other commitments under the Agreement. OneLab is responsible for its subcontractors’ performance of the Services as if it were for its own account.

2.1.4 OneLab always strives to provide the best possible Services and to perform the Services in a professional manner. OneLab’s medically responsible doctor always ensures the quality of the Services and OneLab’s processes.

2.2 About the Health Portal

2.2.1 The Health Portal provides the Customer and Users access to the Services provided from time to time and as further specified in the Agreement, such as digital health services and employee surveys.

2.2.2 The digital health services which Users are offered via the Health Portal are, e.g., digital screening, health advice with nurses, and feedback on the results of health tests at the individual level through the employee portal. The Customer can see anonymized statistics about the Users’ health in the HR portal (minimum 6 results). If a User is identified with health risks during the screening, the User in question is offered a health conversation and, if necessary, care matching by a doctor or nurse.

2.2.3 Through the Health Portal, the Customer is able to create and send out employee surveys to Users. Feedback and the results of such surveys will be presented to the Customer on an aggregate and anonymized basis.

2.2.4 In connection with the use of the Health Portal, Users will be asked to accept the user terms for the Health Portal applicable and in force at the time. Users’ acceptance of the user terms is a prerequisite for OneLab’s provision of the Health Portal, and also other Services.

2.2.5 All use of the Health Portal must be in accordance with the Agreement, applicable legislation, and OneLab’s written instructions issued from time to time. The Customer shall indemnify OneLab against all claims from third parties against OneLab due to the Customer’s or Users’ breach thereof.

2.2.6 OneLab employs technical safeguards, including advanced data integrity algorithms that proactively prevent the identification of small groups, to minimise the risk of re-identification in the anonymised and aggregated data. The Customer agrees not to misuse platform features to re-identify individuals or groups, merge anonymised data with other information to infer identities, create false users or groups, or otherwise use the platform in any manner that undermines these safeguards. The Customer assumes full responsibility for any misuse by the Customer or the Users and agrees to indemnify OneLab against resulting claims, fines, or damages.

2.2.7 OneLab will always strive to provide the best possible Services and take reasonable efforts to ensure that the Health Portal remains accessible. OneLab reserves the right for any technical issues and maintenance that may result in interruptions in OneLab’s provision of the Services and the Health Portal.

2.2.8 OneLab provides the Customer with the Health Portal as long as the Customer has a valid agreement with OneLab. The Customer has the right to use the Health Portal in accordance with the Agreement, as provided from time to time. OneLab may make changes to the Health Portal and the Services provided through the Health Portal from time to time. OneLab will inform about such changes and updates.

2.3 Health Examinations

2.3.1 OneLab also offers physical health examinations as an option under the Agreement as follows.

2.3.2 The following applies for sampling when purchasing the service packages Health Examination or Health Examination Plus (as further described in the Agreement):

–  Sampling is preferably carried out by a nurse sent by OneLab on-site at the Customer’s location. In these cases, the Customer is charged for at least 10 health examinations per day, regardless of whether a lower number of health examinations are conducted that day.

–  The Customer shall provide a local space at the Customer’s location or another place designated by the Customer for performing the health tests and specify how many health examinations will be conducted. OneLab will allocate resources to conduct the specified number of health examinations.

–  Blood analyses of conducted samplings are performed by OneLab’s accredited partner in laboratory analysis (currently SYNLAB Medilab).

2.4 Additional Services

2.4.1 OneLab also offers the Customer to purchase additional services that OneLab offers from time to time (“Additional Services”). OneLab will continuously inform the Customer about available Additional Services.

2.4.2 If the Customer chooses to purchase Additional Services, such services may be provided under terms that apply in addition to this Agreement. In such cases, the Customer will be provided with the terms in connection with the order of the Additional Service.

3 Pricing, Payment, and Billing

3.1 Prices

3.1.1 The Services are provided at the price agreed upon in the Agreement. Additional Services are provided, unless otherwise agreed, according to OneLab’s current price list at any given time. Any discounts are only valid during the contract period. Upon renewal of the Services, OneLab reserves the right to charge the regular price.

3.1.2 The cost for the Services for the delivery year is calculated on the price per User (12 months) multiplied by the number of Users. The Customer’s number of Users at the inception of the Agreement is specified in the Agreement. If more Users are added during the year, OneLab will invoice extra based on the price per User. A reduction in Users during the year does not lead to any cost adjustment for the current year. If the number of conducted health examinations decreases compared to the number specified in the Agreement at the inception, OneLab reserves the right to invoice at least 80% of the cost for the number of health examinations according to the Agreement.

3.1.3 From the second contract year onwards, and annually thereafter, the price for the Services will be automatically adjusted according to an indexing factor determined as follows: The basis for the calculation is the Swedish Statistics Office’s (SCB) preliminary figures for the labor cost index for professionals, AKI tjm. The industry code according to SNI 2007 shall be M (Activities within law, economics, science, and technology). If SCB stops publishing AKI statistics, the basis instead shall be SCB’s Labor cost index for professionals (LCI tjm), the industry group established above. The change between the last published basis at the beginning of the contract year and data for the period 12 months before constitutes the indexing factor.

3.2 Payment and Billing

3.2.1 Billing of the Services and Additional Services occurs annually from the project start by the Customer. For health examinations, 80% of the cost for the number of health examinations according to the Agreement is billed.

3.2.2 The payment terms for all invoices are 30 days. In the event of late payment, interest on overdue payments is charged in accordance with the provisions of the Interest Act (1975:635).

3.2.3 If the Customer does not fulfill its obligations according to the Agreement within 3 months from being requested by OneLab, thereby preventing OneLab’s ability to provide the Services, including the project start, OneLab has the right to charge the Customer as if the Services had been provided.

3.2.4 In the event that cancellation or rescheduling occurs for a scheduled delivery of the Services or Additional Service less than 4 weeks before a health test is planned to be conducted, the Customer will be charged a fee of 30% of the value of the canceled delivery. If a User has not canceled or rescheduled a scheduled delivery of the Services or Additional Service at least 24 hours in advance, OneLab has the right to invoice the full cost, as if the Service/Additional Service according to the Customer’s order had been carried out.

4 Confidentiality

4.1 OneLab’s personnel are subject to confidentiality in accordance with law and/or confidentiality agreements.

4.2 In addition, unless otherwise prescribed by applicable law, each party is obligated to observe confidentiality and may not without the other party’s approval utilize confidential information other than to fulfill the Agreement or disclose documents or otherwise reproduce confidential information to a third party. Confidential information is considered information about prices, business and trade secrets, medical information, and other sensitive information that has emerged during the Agreement.

4.3 Confidentiality according to 4.2 above does not apply to information that (a) a party can demonstrate became known in another way than through the Services or is publicly known, or (b) when a party is obliged by law or governmental decision to disclose information.

4.4 Confidentiality according to 4.2 also applies after the termination of the Agreement.

5 Data Protection

5.1 All information received by OneLab in connection with the provision of the Services is processed in accordance with the GDPR. The information is used and stored only for the duration of the delivery to meet requests and expectations unless otherwise required by applicable legislation. Health data is also stored and managed in accordance with the Patient Data Act and the Patient Safety Act. To the extent permitted by applicable legislation, OneLab will use aggregated and anonymized information provided and generated through the Services for purposes such as relevant communication regarding the Services as well as research and development of the Services.

5.2 In connection with providing digital health services and health examinations, OneLab processes personal data as a data controller. For any other processing of Users’ personal data under the Agreement (e.g., the Customer’s provision of employees’ e-mail addresses and conducting employee surveys), unless provided otherwise, the Customer is the data controller and OneLab the data processor. Such processing of personal data is regulated in the data processing agreement entered into between OneLab and the Customer.

6 Intellectual Property Rights

6.1 OneLab holds all rights, including intellectual property rights, to the Services, including but not limited to patents, copyrights, design rights, and trademarks. Nothing in the Agreement shall be interpreted as transferring the aforementioned rights, or part thereof, to the Customer.

7 Limitation of Liability

7.1 To the extent that OneLab does not have unlimited liability according to mandatory law, the following limitation of liability applies. OneLab’s possible liability for damages under the Agreement only covers compensation for direct damage. The Customer is not entitled to compensation for lost profits, production downtime, loss of data, or other indirect damage or consequential damage due to breach of provision in the Agreement, unless OneLab caused the damage through intent or gross negligence. OneLab’s total liability for damages is, per twelve-month period, limited to 30% of the total compensation that the Customer has paid during said period.

7.2 The Customer’s right to compensation for damage is forfeited if a claim for compensation is not made in writing within 3 months from the date the Customer became aware of or reasonably should have become aware of the damage. The Customer’s right to compensation is under all circumstances forfeited if a claim for compensation is not made in writing within 6 months after the termination of the Agreement, unless explicitly stated otherwise by law (e.g., the Patient Injury Act).

7.3 OneLab does not treat or diagnose existing diseases or risk factors that may be identified. OneLab also does not take any responsibility for the treatment of disease detected through the Services.

8 Contract Period

8.1 This Agreement is valid from the start of the contract and runs for the contract period specified in the Agreement. If the Customer does not terminate the Agreement in writing at least 3 months before the end of the contract period, the Agreement is automatically extended by 12 months at a time.

9 Early Termination of the Agreement

9.1 A party has the right to terminate the Agreement with immediate effect if the other party commits a material breach of contract, suspends its payments, initiates negotiations for a settlement with its creditors, becomes subject to an application for bankruptcy, corporate restructuring, or similar, ceases its operations, enters into liquidation, or if an administrator is appointed concerning the party’s assets or part thereof.

9.2 In the event that OneLab terminates the Agreement in accordance with clause 9.1, the Customer is not entitled to a refund of prepaid Services, and OneLab furthermore has the right to charge for all contracted Services during the contract period that have not yet been performed.

9.3 In the event that the Customer terminates the Agreement prematurely, except in cases where OneLab has committed a material breach of contract, OneLab has the right to charge for all contracted Services during the contract period that have not yet been performed or are expected to be performed.

10 Force Majeure

10.1 A party is not responsible for circumstances beyond its control which the party could not reasonably have foreseen and whose consequences it could not reasonably have avoided or overcome, such as lightning strikes, hacker attacks, changed legislation, or labor conflict. A party claiming to be affected by force majeure shall promptly notify the other party thereof.

11 Dispute Resolution and Governing Law

11.1 The parties’ rights and obligations under the Agreement and all non-contractual obligations arising out of or in connection with the parties’ performance of the Agreement shall be governed in its entirety by Swedish law.

11.2 Any dispute arising from the Agreement shall be finally settled in general court with Stockholm District Court as the first instance.