Terms and Conditions

Administrator: Professional aged at least 18 years authorized by the Client to administer User Accounts.

Client: Legal person subscribing to the Service, represented by a natural person with contractual authority.

Confidential Information: Information labeled as confidential, advised as proprietary, or reasonably known to be confidential. This expressly includes all Customer Data, Deliverables, and any business, technical, financial, or security-related information that a reasonable person would understand to be confidential, whether or not marked as such. This also includes contract terms, pricing, Services, Software, Client Data, business plans, and financial information.

Customer Data: All data, content, and information provided or submitted by the Client or its Users to the Service (including recordings, CRM data, and metadata), as well as all outputs generated for the Client (transcripts, notes, summaries, and analyses). The Client retains all rights in Customer Data. Garba may only use Customer Data to provide and support the Service for the Client. Garba will not use Customer Data to train, improve or develop AI models or algorithms for the benefit of other customers without the Client's prior written consent. Notwithstanding the foregoing, Garba may use Customer Data in anonymized and aggregated form, from which neither the Client nor any individual can be identified, for the purpose of developing, improving, and enhancing the Service.

License: Permission to access and use the Service, including but not limited to recording, listening to recordings, and/or performing analyses on the platform, as specified in the Order Form.

Contract: These T&Cs, the DPA, the Order Form, and any amendments or appendices to any of the foregoing.

Order Form: Document specifying price per license and service terms.

Price per License: Agreed price for providing a License.

Service: All services offered on the website and platform.

User Account: Account created for User's service access.

User: Professional aged at least 18 years authorized to use the Service.

Garba provides an AI-native revenue execution platform that records, transcribes, and analyzes sales and customer conversations and email communications. The platform uses artificial intelligence to extract structured insights — including qualification signals, deal intelligence, product feedback, and seller performance data — and delivers these through automated agents and workflows to support sales, customer success, and revenue operations teams. Service details are available on Garba's website.

Garba grants the Client the right to use the Service according to these T&Cs, for the number of licenses and period in the Order Form.

The Service includes access for User Account management and configuration options.

4.1 Registration

The Client must return the signed Order Form, thereby agreeing to these T&Cs and the DPA. The Client declares legal capacity or authorization to represent the Client and must provide supporting documents upon request.

Account activation is at Garba's discretion. Garba reserves the right not to activate accounts in case of identity doubts, inaccurate statements, or refusal to provide documents.

For inaccurate statements without regularization within 8 days of notification, Garba may terminate the account and service per Article 13.

4.2 License Creation

Administrators can create licenses subject to Article 7 pricing. The Client acknowledges that Administrators may add more licenses than initially agreed, which will be billed accordingly.

Users must authenticate using their personal corporate account (e.g., Google or Microsoft) via single sign-on. User Accounts are for individual use only; sharing is not authorized.

All access and use from User Accounts are deemed made by the Client. The Client is responsible for ensuring the security of its Users' authentication credentials and is liable for any use of the Service through its User Accounts.

Garba recommends regular password changes. The Client must inform Garba immediately of any unauthorized access to a User Account. Garba is not liable for consequences arising from unauthorized use of a User Account.

4.3 Account Changes

The Client may modify account information and parameters online anytime and guarantees accuracy of communicated data. The Client must keep information updated and inform Garba of changes.

5.1 General Principles

Service use is the Client's sole responsibility. The Client must use the Service in compliance with these T&Cs and applicable regulations.

The Client and Users must not disrupt the Service or impose disproportionate loads on Garba's infrastructure. They must not infringe rights of others or attempt to discover the source code of the Service's models and systems.

If Garba's responsibility is sought due to Client's breach of obligations, the Client guarantees Garba against claims and will cover legal costs.

5.2 Recordings

Garba has no control over recording content; the Client is solely responsible for recordings, capture conditions, content, and use.

For Google Meet, Zoom and Microsoft Teams with recording enabled, recording is performed via sub-processor Recall. Otherwise, recordings are made by the Client's VoIP or connected to the Service or uploaded to the Service.

The Client must inform its employees and their correspondents about recording and the option to object. The Client is responsible for personal data compliance with GDPR and other regulations.

Garba guarantees recording confidentiality and won't disclose to third parties except to legitimate authorities.

6.1 Subscription Period and Auto-Renewal

The Client subscribes for the period indicated in the Order Form. The Contract auto-renews for equivalent periods unless terminated with at least thirty (30) days' notice before the end of the commitment period.

For monthly plans, billing occurs on a recurring monthly basis, and cancellation before the renewal date ensures no further charges. For annual and multi-year plans, charges occur on the same renewal date each year. Multi-year plans automatically renew for successive twelve (12) month periods.

6.2 Pricing and Adjustments

The Price depends on the number of Licenses, Price Per License, and commitment period, as indicated in the Order Form, including any applicable discounts. Additional Licenses during the contract term will increase the Price proportionally for the remaining period, including renewals, while maintaining the same Price Per License.

The Price Per License cannot be renegotiated before the end of the commitment period. Price increases beyond five (5) percent will be communicated at least ninety (90) days before renewal. Non-termination constitutes acceptance of new prices. If an initial discount was applied, original prices will apply upon renewal.

6.3 Payment Terms and Methods

The Service is provided against payment of the fee indicated in the Order Form. Payments are non-refundable except under specific circumstances outlined in Article 14.

Payments must be made in full without deduction, set-off, counterclaim, or withholding, unless required by law. Fees are exclusive of taxes, which will be added at the prevailing rate. If a valid company VAT number is not provided during the purchasing process, Garba reserves the right to apply a 25% Swedish VAT.

For added licenses, a prorated invoice will be issued until the next scheduled invoice. Invoicing is based on systematically recorded data, and the Client must promptly inform Garba of address or bank detail changes.

6.4 Failed Payments and Suspension

If a payment method fails, the Client must immediately update payment details. Garba will issue an invoice for the outstanding amount, which must be paid in full within seven (7) days.

If payment is not received within two (2) weeks of notification, Garba may suspend service access. Suspended accounts do not qualify for refunds, and unpaid invoices remain due. Service restoration is at Garba's discretion following full payment. Accounts with overdue payments exceeding forty-five (45) days may be permanently disabled.

6.5 Late Payment Penalties

Late payments incur penalties at the statutory commercial interest rate under Swedish law (räntelagen (1975:635)), as applicable at the time of the overdue payment.

6.6 Dispute Resolution

Invoice disputes must be submitted in writing via registered letter within thirty (30) days, referencing the invoice number. The Client remains liable for payment pending resolution. If the dispute is resolved in the Client's favor, Garba will issue a credit note for the following invoice.

6.7 Cancellation Policy

Once a Client submits a request for cancellation, no additional charges will be made beyond the current commitment period. However, no refunds (prorated or otherwise) will be issued, except in accordance with Article 14 or where cancellation follows a material, uncured breach by Garba. All plans longer than one (1) month require at least thirty (30) days' notice before renewal to avoid automatic renewal. Cancellations must be submitted in writing to Garba.

The Service may be temporarily interrupted for maintenance or updates. Garba will provide advance notice when practicable and schedule downtime during off-peak hours.

Garba strives for maximum availability but cannot guarantee uninterrupted, error-free operation. Service quality depends on factors outside Garba's control, including internet connection, power supply, and equipment configuration. The Client acknowledges that call quality is affected by external factors such as local networks, internet lines, telephone networks, and conferencing applications.

Incidents can be reported to support email. Garba will address incidents as soon as reasonably possible. Service level commitments, including uptime targets and service credits, are set out in the applicable Service Level Agreement addendum.

8.1 Guarantee

Garba warrants:

• (i) that the Service will be provided in material compliance with the DPA;
• (ii) professional service delivery consistent with industry standards;
• (iii) compliance with applicable law; and
• (iv) authority to enter this Contract.

Garba has an obligation of means, not results; it does not guarantee the Service meets Client needs. The Client acknowledges that AI-generated outputs (including transcripts, summaries, and analyses) are produced by automated means and may contain inaccuracies; such outputs should be independently verified by the Client before being relied upon.

Garba is not liable for indirect damages, including but not limited to loss of time, loss of business opportunity, turnover decrease, or data alterations.

The Client releases Garba from liability for momentary service interruptions for updates or operational difficulties, subject to the service credit mechanism in Article 7.

The Client acknowledges using the Service at its own risk regarding downloaded information or data and resulting computer system damage or data loss.

EXCEPT FOR EXPRESS WARRANTIES, GARBA DISCLAIMS ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8.2 Limitation of Liability

NEITHER PARTY IS LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, LOST PROFITS, OR GOODWILL LOSS.

EXCEPT FOR CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS, AND EXCEPT AS OTHERWISE PROVIDED IN THE DPA, AGGREGATE LIABILITY IS LIMITED TO FEES PAID OR OWING IN THE TWELVE MONTHS PRECEDING THE CLAIM.

Garba is not liable for damages from unauthorized access due to Client or third-party actions.

Garba is committed to maintaining appropriate technical and organisational security measures to protect Customer Data in accordance with applicable law and the attached DPA. These measures include, but are not limited to:

• Encryption of data
• Encryption of data at rest
• Role-based access controls with least-privilege principles and multi-factor authentication
• Logical segregation of customer data
• Regular vulnerability scanning and security assessments
• Logging and monitoring of system access
• Incident response and business continuity procedures
• Staff training on data protection and information security

In the event of a confirmed security breach affecting Customer Data, Garba will notify the Client within forty-eight (48) hours of becoming aware of the breach, in accordance with the DPA.

Garba will make security documentation available upon reasonable written request, no more than once per year unless a security incident has occurred. Audits and inspection rights are further governed by the DPA.

Garba reserves the right to modify features, make corrections, and update these T&Cs. The Client will be informed via email or website notice.

Non-material changes and changes required by applicable law or regulation will take effect fifteen (15) days after notification. For material changes not required by law, the Client will receive at least thirty (30) days' written notice. During this notice period, the Client may either:

• Continue under the existing terms for the remainder of the current Order Form period; or
• Terminate the Contract with a pro-rata refund of prepaid, unused fees.

If the Client does not terminate within the notice period, continued use of the Service constitutes acceptance of the updated terms.

11.1 Termination by Garba

Garba may terminate for non-payment following the procedure in Article 6.4, with the Client remaining liable for the full Price.

Garba may suspend access and terminate immediately for material T&C non-compliance or use of the Service in a manner detrimental to Garba or other customers. In such cases, Garba will reimburse the proportional remaining subscription without other compensation.

In addition, Garba may terminate this Contract for cause with immediate effect upon written notice if the Client commits a material breach of this Contract and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach in detail.

11.2 Termination by Client for Cause

The Client may terminate this Contract for cause with immediate effect upon written notice to Garba if Garba commits a material breach of this Contract (including persistent SLA failures or a confirmed data protection breach) and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail. Upon termination for cause, the Client is entitled to a pro-rata refund of prepaid, unused fees.

11.3 Return of Customer Data

Customer Data is available for self-service export at any time during the term.

Upon termination or expiry of the Contract, the Client may request all Customer Data in a commonly used, machine-readable format within thirty (30) days of termination, at no additional cost. To the extent Customer Data includes personal data, the return and deletion of such personal data shall be governed by the DPA.

After the thirty (30) day period, Garba will securely delete Customer Data in accordance with its data retention policies, unless required by applicable law to retain it. Garba will provide written confirmation of deletion upon request.

These T&Cs and the use of the Service do not imply any assignment or transfer to the benefit of the Client of the intellectual property rights of Garba on the Service and, more generally, on all elements and content constituting Garba.

Any unauthorized reproduction or use by the Client of all or part of the Service and its components (content, algorithms, source codes, logos, etc.) without Garba's authorization would constitute an act of infringement and be prosecuted before the civil or criminal courts.

In consideration of the price, the Client is the exclusive owner of all the results arising from the use of the Services ("the Deliverables") and in particular the analyses and results arising from the use of the recordings (transcripts, summaries, etc.).

Garba transfers to the Client all intellectual property rights relating to the Deliverables. This transfer is exclusive, irrevocable, worldwide and final.

12.1 Garba Indemnification

Garba will defend, indemnify and hold harmless Client and its officers, directors, employees, shareholders, agents, legal representatives, subsidiaries, affiliates, successors and permitted assigns from and against any claim, action, demand or proceeding by a third party resulting in liability, direct damages, cost, loss or expense, including court costs and reasonable attorney's fees (collectively "Losses"), to the extent they result from infringement or misappropriation of a third party's intellectual property rights by the Services as provided by Garba.

Garba's indemnification obligation does not apply to the extent that an alleged infringement arises from:

• Use of the Services in combination with software, hardware, or systems not provided or approved in writing by Garba, where such combination is the primary cause of the infringement;
• Modifications made by the Client or third parties without Garba's written approval; or
• Claims arising from the Client's own data or content.

THE PROVISIONS OF THIS SECTION STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF GARBA TO THE CLIENT WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

12.2 Client Indemnification

The Client will defend, indemnify and hold harmless Garba and its officers, directors, employees, shareholders, agents, legal representatives, subsidiaries, affiliates, successors and permitted assigns from any claims resulting in Losses to the extent they result from a claim that the Client's Data infringes upon or misappropriates a third party's intellectual property rights.

12.3 Indemnification Procedure

The Party seeking indemnification will: (i) give the indemnifying Party prompt written notice of the claim; (ii) tender to the indemnifying Party control of the defense and settlement; and (iii) cooperate with the indemnifying Party in defending or settling the claim. The indemnified Party has the right to participate at its own expense using counsel of its own choice. Neither Party may consent to any judgment or settlement that adversely affects the other Party without prior written consent, which may not be unreasonably withheld.

By entering into the Order Form and these T&Cs, the Parties also agree to the attached Garba DPA.

Garba acts as data controller under GDPR with regard to personal data collected in the context of its direct contractual relationship with the Client. Garba acts as data processor with regard to personal data processed on behalf of the Client through the Client's use of the Service.

For more information on the use of personal data, please refer to Garba's Privacy Policy at www.garba.ai/legal/privacy and the applicable DPA.

The Client accepts that Garba may send information related to the operation and development of the Service. The Client accepts that Garba may send promotional communications by email or newsletter, and may withdraw this consent at any time by clicking the unsubscribe link or contacting Garba by email.

The Client authorizes Garba to use its name and/or logo free of charge as a commercial reference during the term of the Contract, including on www.garba.ai and on social networks. Any use beyond name and logo as a commercial reference requires the Client's prior written approval.

During the duration of this Contract and for a period of four (4) years after its termination (except for trade secrets, which shall be held in confidence for as long as they constitute trade secrets, and personal data, which is governed by the DPA without limitation in time), each Party (the "Receiving Party") that receives Confidential Information of the other Party (the "Disclosing Party") will not use or disclose such information except as permitted under this Contract.

Confidential Information may be disclosed only to officers, employees, contractors, or representatives of the Receiving Party with a need to know for purposes of this Contract and who are subject to confidentiality obligations no less stringent than the terms of this Contract. The Receiving Party will safeguard Confidential Information with at minimum reasonable care and the same degree of care it applies to its own confidential information of similar nature.

Either Party may disclose the terms of this Contract pursuant to due diligence requests in connection with a proposed merger, acquisition, financing, or securities transaction, provided that the receiving parties are bound by equivalent confidentiality obligations.

Upon request, the Receiving Party will promptly return or destroy the Disclosing Party's Confidential Information and certify such destruction in writing.

Confidentiality obligations do not apply to information that: (i) becomes publicly known without fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession before disclosure; (iii) is required to be disclosed by law or court order (with prior notice to the Disclosing Party where legally permitted); or (iv) is independently developed without reference to the Disclosing Party's Confidential Information.

Any use or disclosure of Confidential Information inconsistent with this Contract may cause irreparable damage, and the Disclosing Party may seek injunctive or other equitable relief.

Neither Garba nor the Client will be deemed in default where non-performance results from a force majeure event. In such circumstances, the obligations of the affected Party are suspended without liability. Each Party will take reasonable measures to minimise disruption.

If a force majeure event prevents a Party from performing an essential obligation for more than thirty (30) days, either Party may terminate the Contract by recorded delivery without compensation to either Party.

Neither Party may assign or transfer this Contract without the prior written consent of the other Party, except:

• To an affiliate or subsidiary of the assigning Party; or
• In connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Contract.

The non-assigning Party will be notified in writing within thirty (30) days of any such permitted assignment. Any other attempted assignment without prior written consent is void.

The Contract constitutes the entire agreement between the parties and replaces or cancels all previous discussions, negotiations, proposals, and agreements between the parties relating to the same subject matter.

If any provision of these T&Cs proves to be null, invalid, or unenforceable, the remaining provisions will remain valid and continue to apply in full.

The contractual relationship between Garba and the Client is governed by Swedish law.

In the absence of an amicable settlement, any dispute relating to the existence, validity, interpretation, execution, and/or termination of the Contract will be submitted to Malmö District Court, even in the event of summary proceedings, appeal as guarantee, or plurality of defendants.

Registered letters must be sent to Garba at the following address:

Garba AI AB
Anckargripsgatan 3
211 19 Malmö, Sweden