Terms and Conditions of Sale

Terms and Conditions of Sale

Business-to-business sales only. These Terms and Conditions of Sale (the "Terms") govern all offers, order confirmations, sales and deliveries of goods and licensed software by SpeechCom Systemutveckling AB, trading as ProfessionalDictation ("SpeechCom", "we", "us"), to a business customer ("the Buyer", "you"). Please read them carefully before placing an order.

Version 1.0 – effective from 15 July 2026. These Terms replace all previous versions. The version in force at the time your order is confirmed applies to that order.

1. The seller

2. Scope, eligibility and precedence

2.1 Business customers only

ProfessionalDictation sells exclusively to businesses, public authorities and other organisations that are established in the European Union and hold a valid EU VAT number. We do not sell to consumers. By placing an order you confirm that:

• you are acting wholly in the course of your trade, business, craft or profession, and not as a consumer;
• you are established in an EU Member State and hold a valid VAT number issued in an EU Member State; and
• the person placing the order is authorised to bind the Buyer.

2.2 No consumer rights apply

Because the contract is concluded between two businesses, Swedish and EU consumer protection legislation does not apply. In particular, and without limitation, the Swedish Consumer Sales Act (konsumentköplagen), the Swedish Distance and Off-Premises Contracts Act (lagen om distansavtal och avtal utanför affärslokaler) and Directive 2011/83/EU on consumer rights do not apply to your purchase, and you have no statutory right of withdrawal, cooling-off period or right of return. Any return is a matter of goodwill only, on the terms in clause 11.

2.3 EU only

We sell and deliver only to delivery addresses within the European Union. We do not accept orders for delivery to destinations outside the EU.

2.4 Precedence

These Terms apply to the exclusion of any other terms, including any general terms and conditions of purchase, framework terms or portal terms that the Buyer seeks to impose or incorporate, whether by reference in a purchase order or otherwise. No such terms form part of the contract unless SpeechCom has expressly accepted them in writing, signed on our behalf. Our silence, our delivery of the goods, or our acceptance of payment shall not be treated as acceptance of the Buyer's terms.

3. Orders and formation of contract

Information on our website, in catalogues, price lists and marketing material is an invitation to treat and not a binding offer.

• An order placed by the Buyer constitutes an offer by the Buyer to purchase on these Terms.
• An automatic acknowledgement of receipt of an order is not an acceptance.
• The contract is formed only when SpeechCom issues a written order confirmation (by e-mail or otherwise) or, if earlier, when we deliver the goods.
• We may decline any order in whole or in part, for example where the goods are unavailable, where the VAT number cannot be verified, where credit approval is refused, or where the order appears to be placed by a consumer.

An order may not be cancelled or varied by the Buyer after our order confirmation without our written consent. Orders for goods procured specially for the Buyer, configured to the Buyer's specification, or ordered in non-stock quantities are non-cancellable and non-returnable.

4. Prices and price errors

• All prices are stated in euro (EUR) and are exclusive of VAT.
• Unless expressly stated otherwise in the order confirmation, prices exclude freight, insurance, packaging, installation, training and any other charges, which are invoiced in addition.
• The price is the price stated in our order confirmation.
• Prices on the website may be changed at any time before an order is confirmed.
• Manifest errors: where a price, specification, currency or other term contains an obvious error (for example a price that is manifestly out of line with the market price of the goods, a misplaced decimal point or a currency error), we are not bound by it. We may correct the error and give you the opportunity to confirm the corrected order, or cancel the order and refund any amount paid, without further liability.

5. VAT and the reverse charge mechanism

5.1 Zero-rated intra-EU supplies

Where the goods are dispatched from Sweden to a VAT-registered business in another EU Member State, the supply is treated as an intra-Community supply that is exempt (zero-rated) in Sweden under Article 138 of Council Directive 2006/112/EC. VAT is then accounted for by the Buyer in its own Member State under the reverse charge mechanism, and our invoice will be marked accordingly.

5.2 Conditions

Zero-rating is conditional on both of the following:

• the Buyer supplying, before invoicing, a VAT number issued by an EU Member State other than Sweden which is valid and verifiable in the EU VIES system and which corresponds to the Buyer's name and address given in the order; and
• evidence, satisfactory to SpeechCom and to the Swedish Tax Agency (Skatteverket), that the goods have been transported out of Sweden to another EU Member State.

5.3 When Swedish VAT is charged

If no valid VAT number is supplied, if the VAT number cannot be verified in VIES, if the details supplied do not match, or if the goods do not physically leave Sweden (including where the Buyer or its carrier collects the goods in Sweden and we do not obtain adequate evidence of removal), Swedish VAT at the applicable rate (currently 25 per cent) will be charged and is payable by the Buyer in addition to the price.

5.4 Buyer's responsibility

The Buyer warrants that the VAT number and other tax details it supplies are correct and that it is acting as a taxable person acquiring the goods for the purposes of its business. The Buyer shall notify us without delay of any change to, or de-registration of, its VAT number or its VAT status. The Buyer shall reimburse SpeechCom for any VAT, interest, surcharge, penalty or cost that we incur because the details supplied by the Buyer were incorrect, incomplete or out of date, or because the Buyer failed to notify a change.

5.5 Later correction

If we have zero-rated a supply and it is subsequently determined that the conditions were not met, we may issue a supplementary invoice for the VAT due, which the Buyer shall pay within 30 days.

6. Payment

6.1 Terms of payment

Payment is made by prepayment, or against invoice subject to credit approval. Where invoicing is approved, our standard terms are 30 days net from the invoice date, unless another period is stated in the order confirmation. We may at any time withdraw or vary a credit facility, require prepayment, or require security, and may withhold delivery pending payment or security.

6.2 Late payment

Time of payment is of the essence. Where the Buyer fails to pay on the due date, and without prejudice to any other remedy, SpeechCom is entitled, in accordance with Directive 2011/7/EU on combating late payment in commercial transactions as implemented in Sweden:

• to interest on the overdue amount at the applicable reference rate plus 8 percentage points, accruing daily from the day following the due date until payment is received in full;
• to a fixed sum of EUR 40 as compensation for recovery costs, without any reminder being necessary; and
• to reasonable compensation for any recovery costs exceeding that fixed sum, including reasonable debt-collection and legal costs.

6.3 No set-off

The Buyer shall pay all amounts in full without any deduction, withholding, set-off or counterclaim, unless the counterclaim has been finally established by a court or admitted by us in writing.

6.4 Suspension

If any invoice is overdue, or if there is reasonable ground to believe that the Buyer will not pay, we may suspend further deliveries and performance under this and any other contract with the Buyer, and require all outstanding invoices to be paid immediately.

7. Retention of title

Title to the goods does not pass to the Buyer until SpeechCom has received payment in full (in cash or cleared funds) of all amounts due in respect of the goods, including interest and costs. Until title passes, the Buyer shall hold the goods with due care, keep them identifiable as our property so far as reasonably practicable, keep them insured against the usual risks, and not pledge or otherwise encumber them as security. The Buyer may resell or use the goods in the ordinary course of its business.

This retention of title applies to the fullest extent permitted by, and is subject to, the mandatory law of the place where the goods are located from time to time. If retention of title is unenforceable in that jurisdiction, the Buyer shall on request grant us the closest equivalent security available under that law.

Retention of title does not affect the passing of risk under clause 8.

8. Delivery, risk and delivery dates

8.1 Incoterms

Unless otherwise agreed in writing, delivery is made DAP (Delivered At Place), Incoterms 2020, to the delivery address stated by the Buyer in the order and confirmed by us. The Buyer is responsible for unloading and for any local charges falling on the consignee under DAP.

8.2 Risk

Risk of loss of or damage to the goods passes to the Buyer on delivery in accordance with DAP, that is when the goods are placed at the Buyer's disposal on the arriving means of transport ready for unloading at the named place. If the Buyer fails to take delivery, or delays delivery, risk passes at the time delivery was tendered, and we may charge reasonable storage, insurance and re-delivery costs.

8.3 Delivery dates are estimates

All delivery dates, lead times and delivery windows are estimates given in good faith and are not guaranteed. Time of delivery is not of the essence. We shall use reasonable efforts to inform the Buyer of a material delay. Except where these Terms expressly provide otherwise, delay in delivery does not entitle the Buyer to cancel the order, to reject the goods, or to any damages, price reduction or other compensation beyond the limits set out in clause 12. Where a delay attributable to us exceeds 90 days from the estimated delivery date, the Buyer may cancel the undelivered part of the order in writing and receive a refund of amounts prepaid for that part, which shall be the Buyer's sole remedy for the delay.

8.4 Part deliveries and quantities

We may deliver in instalments and invoice each instalment separately. Each instalment is treated as a separate contract for the purposes of these Terms.

8.5 Buyer information

The Buyer is responsible for the accuracy and completeness of the delivery address, contact details and any access instructions. Costs arising from incorrect details supplied by the Buyer are for the Buyer's account.

9. Inspection and notification of defects

The Buyer shall inspect the goods promptly on delivery, and in any event before use, installation or resale.

• Transport damage, shortages and other visible defects must be noted on the carrier's consignment note where possible and notified to us in writing without undue delay and in any event within 8 calendar days of delivery.
• Hidden defects (defects that a reasonable inspection would not reveal) must be notified to us in writing without undue delay after the defect was discovered or ought reasonably to have been discovered, and in any event before the end of the 1-year period in clause 10.2.
• The notice shall specify the order and invoice number, the product and serial number, and describe the defect and the circumstances in which it appeared, with reasonable supporting evidence.

If the Buyer fails to give notice within these periods, the Buyer loses the right to rely on the defect. Goods may only be returned to us with our prior written approval and a returns reference; goods returned without approval may be refused.

10. Warranty and remedies for defects

10.1 Manufacturer warranty

The goods are covered by the warranty offered by their manufacturer (for example Philips), on the manufacturer's own terms and for the manufacturer's own warranty period. That warranty is given by the manufacturer, is administered on the manufacturer's terms and conditions, and may require registration by the Buyer. We will provide reasonable assistance in channelling a claim to the manufacturer, but we do not extend, vary or guarantee the manufacturer's warranty.

10.2 SpeechCom's liability for original defects

In addition to the manufacturer's warranty, SpeechCom accepts liability for defects that existed at the time risk passed (original defects) and that appear and are notified in accordance with clause 9 within 1 year from the date of delivery. The Swedish Sale of Goods Act (köplagen 1990:931) is non-mandatory in business-to-business contracts, and the parties expressly agree that this 1-year period replaces the notice and limitation periods that would otherwise follow from that Act. After the end of the 1-year period the Buyer has no claim against SpeechCom in respect of a defect, except under a manufacturer's warranty of longer duration and except as provided in clause 12.3.

10.3 Remedies

Where a defect is established and duly notified, SpeechCom shall, at our option, and as the Buyer's sole and exclusive remedy: (a) repair the goods; (b) replace the goods with goods of equivalent specification (which may be functionally equivalent successor models where the original is no longer available); or (c) credit or refund the price paid for the defective goods against their return. We shall bear reasonable freight costs of a repair or replacement carried out under this clause.

10.4 Exclusions

This clause 10 does not cover, and SpeechCom is not liable for, defects or failures caused by:

• normal wear and tear, or consumable and wear parts (including batteries and accumulators) reaching the end of their normal service life;
• handling, storage, installation, configuration, use or maintenance that does not follow the manufacturer's instructions or good practice;
• modification, repair or service carried out by anyone other than SpeechCom or a party authorised by the manufacturer;
• accident, misuse, neglect, liquid ingress, power surges, or unsuitable operating environment;
• combination or integration with hardware, software, networks or services not supplied by us;
• the Buyer's specifications, designs or instructions; or
• any cause where the goods conform to their specification and the issue is one of suitability for the Buyer's intended use (see clause 13).

Where goods are returned as defective and no defect for which we are responsible is found, we may charge our reasonable costs of testing, handling and return freight.

11. Returns (goodwill)

As set out in clause 2.2, the Buyer has no statutory right of withdrawal or return. SpeechCom may nevertheless, at our sole discretion, accept a goodwill return of stock goods on the following conditions:

• the Buyer requests the return in writing within 10 working days of delivery;
• SpeechCom gives prior written approval and issues a return reference before the goods are sent;
• the goods are unused, unopened, undamaged and complete, in their original and unbroken packaging with all seals, manuals and accessories intact, and in a condition fit for resale as new;
• the Buyer pays the return freight and bears the risk until the goods are received by us; and
• a restocking fee may be deducted from the credit to cover our handling and re-certification costs; the fee, if any, will be stated in our written approval.

The following are not eligible for goodwill return: goods procured specially for the Buyer, configured or personalised goods, non-stock quantities, goods no longer in our range, licences and software (including licence keys) once the packaging, seal or licence has been opened, activated or delivered electronically, and any goods that have been used.

12. Limitation of liability

The Buyer's attention is drawn in particular to this clause. It allocates risk between two businesses and is reflected in our prices.

12.1 Cap on liability

Subject to clause 12.3, SpeechCom's total liability to the Buyer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with a product or its supply, is limited to the amount actually paid by the Buyer, excluding VAT, for the specific product that gives rise to the claim. This limit applies per claim and in the aggregate for all claims relating to that product, and our aggregate liability in respect of an order shall not exceed the amount actually paid by the Buyer, excluding VAT, for the products under that order that give rise to the claims.

12.2 Exclusion of indirect loss

Subject to clause 12.3, SpeechCom is not liable for any indirect or consequential loss, and in particular is not liable for: loss of profit; loss of revenue; loss of production or downtime; loss, corruption or unavailability of data or recordings; loss of contract, business or anticipated savings; loss of goodwill or reputation; business interruption; the cost of substitute goods or services; or any claim made against the Buyer by a third party (except as provided in clause 12.3), in each case whether direct or indirect.

The Buyer is responsible for maintaining adequate backups of its data and recordings and for adopting working methods and safeguards appropriate to the criticality of its own operations.

12.3 What is not limited or excluded

Nothing in these Terms limits or excludes SpeechCom's liability for:

• wilful misconduct (uppsåt) or gross negligence (grov vårdslöshet) on the part of SpeechCom;
• death or personal injury caused by SpeechCom's negligence;
• liability under mandatory product liability law, including the Swedish Product Liability Act (produktansvarslagen 1992:18) implementing Council Directive 85/374/EEC, in respect of damage suffered by third parties;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot lawfully be limited or excluded.

12.4 Reasonableness

The parties acknowledge that this clause 12 has been negotiated between two businesses of comparable bargaining strength, that it reflects a fair allocation of risk in the light of the prices charged and the Buyer's ability to insure against its own operational losses, and that it is intended to be reasonable. The parties are aware that under Section 36 of the Swedish Contracts Act (avtalslagen 1915:218) a court may modify or set aside a contract term that is found to be unreasonable. If any part of this clause is held to be unreasonable or unenforceable, the parties intend that it shall be adjusted to the minimum extent necessary and that the remainder shall continue in force.

13. Product information and suitability

Product descriptions, images, specifications, data sheets, compatibility statements and other information originate largely from manufacturers and are provided for guidance. They form part of the contract only to the extent expressly stated in our order confirmation. Minor deviations, and changes made by the manufacturer that do not materially impair function, do not constitute a defect.

The Buyer is solely responsible for satisfying itself that the goods and any software are suitable for the Buyer's intended use, including their fitness for the Buyer's workflows, IT environment, accuracy requirements and any regulatory, professional, sectoral or organisational requirements applicable to the Buyer's activities. We do not represent or warrant that any product is approved, certified, authorised or otherwise fit for use in any particular sector, application or jurisdiction, and we give no advice on such matters. Where the Buyer relies on a statement of suitability, that statement must be given by us in writing and identified as such.

14. Intellectual property and software licences

Sale of a product transfers no intellectual property rights. All trade marks, copyright, designs, know-how and other intellectual property in or relating to the goods, software, documentation and our website remain with SpeechCom or the relevant rights holder.

Software, firmware and cloud or subscription services supplied with or as goods are licensed, not sold, and are supplied on the licence terms of the manufacturer or licensor (including any end-user licence agreement, subscription terms or acceptable-use policy), which the Buyer accepts by installing, activating or using them, and which prevail over these Terms in respect of that software. SpeechCom acts only as a reseller of such licences, gives no warranty in respect of them beyond passing on the licensor's terms, and grants no rights other than those the licensor grants.

The Buyer shall not reverse engineer, decompile, copy beyond the licence, or remove or alter any proprietary notices, except to the extent permitted by mandatory law.

15. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party in connection with the contract that is marked confidential or that ought reasonably to be understood as confidential, shall use it only for the purposes of the contract, and shall not disclose it to third parties other than to employees, group companies and advisers who need it and who are bound by equivalent obligations. The obligation does not apply to information that is or becomes public other than through a breach, that was already lawfully held, that is independently developed, or whose disclosure is required by law, a court or a competent authority. The obligation survives for three years after the last delivery under the contract.

16. Data protection

Personal data exchanged between the parties in connection with the contract, such as the business contact details of the parties’ staff, is processed in accordance with our Privacy policy, published on this website. Each party shall comply with the data protection legislation applicable to it, including Regulation (EU) 2016/679 (GDPR), in respect of the personal data it processes under or in connection with the contract.

17. Force majeure

Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money that has fallen due) caused by an event beyond its reasonable control, including war, hostilities, terrorism, civil unrest, sabotage, cyber attack, fire, flood, extreme weather, natural disaster, epidemic or pandemic and measures taken by authorities in response, government action, embargo or sanctions, currency restrictions, general shortage of transport, energy, components or raw materials, failure or delay by suppliers or subcontractors for a reason that would qualify under this clause, industrial action (including at the affected party's own undertaking), and failure of public networks or utilities.

The affected party shall notify the other without undue delay and use reasonable efforts to mitigate. Performance is suspended for the duration of the event. If the event continues for more than 90 days, either party may terminate the affected part of the contract in writing, without liability to the other, and SpeechCom shall refund amounts prepaid for undelivered goods.

18. Assignment

The Buyer may not assign, transfer or otherwise dispose of the contract or any of its rights or obligations under it without our prior written consent. SpeechCom may assign or transfer the contract, in whole or in part, to a group company or in connection with a transfer of all or a substantial part of its business, and may use subcontractors to perform its obligations while remaining responsible for their performance.

19. Severability

If any provision of these Terms is held to be invalid, unenforceable or unreasonable, it shall to that extent be adjusted, or if adjustment is not possible severed, so as to come as close as lawfully possible to the original commercial intention of the parties, and the remaining provisions shall remain in full force and effect.

20. Entire agreement

These Terms, together with our order confirmation and any document expressly referred to in it, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior statements, proposals, quotations, correspondence and understandings. The Buyer acknowledges that it has not relied on any statement or representation not expressly set out in these documents. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

21. Amendments

We may amend these Terms from time to time by publishing an amended version on our website. The version in force at the time our order confirmation is issued applies to that order; changes do not apply retrospectively to orders already confirmed. Any variation of an individual contract is valid only if agreed in writing.

22. Notices

Notices under these Terms shall be in writing and sent by e-mail to info@professionaldictation.com (for SpeechCom) or to the e-mail address stated by the Buyer in its order, or by letter to the addresses stated in the order documentation. A notice sent by e-mail is deemed received on the next working day at the recipient's place of business.

23. Governing law and jurisdiction

These Terms and any contract made under them, and any non-contractual obligation arising out of or in connection with them, are governed by and construed in accordance with Swedish law, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply.

Any dispute arising out of or in connection with these Terms or any contract made under them shall be determined by the Swedish courts, with Göteborgs tingsrätt (Gothenburg District Court) as court of first instance.

24. Contact

SpeechCom Systemutveckling AB, trading as ProfessionalDictation, Hemvägen 11, S-442 77 Romelanda, Sweden. Telephone +46 303 24 41 42. E-mail info@professionaldictation.com.

Version 1.0, effective 15 July 2026.