The following terms and conditions apply between DigiView Nordics AB (hereinafter “the Supplier”) and the Party (hereinafter “the Customer”) who has ordered one or more of the Supplier’s services as set out below. The Supplier and the Customer are referred to below as “Party” and jointly “Parties”.
The agreement between the Parties consists of: (i) the Cooperation Agreement signed by the parties with respect to the Service (hereinafter “the Cooperation Agreement”); (ii) the quotation annexed to the Cooperation Agreement with the service description which lists the ongoing services that the Supplier will provide to the Customer under this Agreement (the “Services”); (iii) Supplier’s General Terms and Conditions; (iv) Supplier’s Privacy Policy.
The Parties shall cooperate and consult on the implementation of the Services. The parties shall each appoint a contact person who is responsible for the cooperation regarding the Agreement.
The Supplier shall carry out its obligations in accordance with the agreed service description with persons suitable for the purpose and in a professional manner.
The Customer shall provide the Supplier with access to the information and supporting documents relating to the Customer’s operations that are necessary for the implementation of the Services.
In the event that the agreed upon times according to the quotation at short notice are changed by the Customer and entails additional costs for the Supplier, the Supplier reserves the right to invoice this additional cost.
To the extent that the Services are to be performed at the Customer, the Customer shall provide the Supplier with access to the required workplace and infrastructure. The Customer shall further notify the Supplier of any changes to the Customer that may be of relevance to the Supplier in connection with its performance of the Services.
If personal data is processed within the framework of the Services, the Customer is responsible for personal data and the Supplier personal data assistant.
As a personal data controller, the Customer is responsible for the processing of personal data in accordance with current legislation. The Supplier undertakes to process personal data only in accordance with the Agreement, the customer’s written instructions and applicable legislation.
The Supplier shall be entitled to compensation for following the Customer’s written instructions if the requested action is not stated in the Agreement. In the event that the Supplier carries out the processing of personal data on the Supplier’s equipment, the Supplier shall take the technical and organisational measures agreed to protect the personal data.
The Supplier shall provide the Services from the agreed start date, which is specified in the Cooperation Agreement. If the Supplier takes over responsibility from the Customer or another supplier for the provision of Service, the Supplier, unless otherwise agreed, has the right to compensation according to the current hourly price list for work in connection with such takeover.
If the Parties have agreed to the execution of the order confirmation for a particular Service, such test shall be performed by the Customer. Any defect in the Service detected upon such order confirmation shall be documented in writing.
The Customer shall be deemed to have approved the Order Confirmation if (i) the Customer has given his approval of the Order Confirmation (ii) Customer not justified objection to the Service within seven days of the Service being delivered; (iii) Customer uses the Service (in whole or in part) in its business; or (iv) the Service does not substantially depart from the Agreement.
In the event that the Customer makes a justified complaint against the Service in connection with order confirmation, the Supplier shall correct the Service. Thereafter, a new order confirmation shall be carried out in accordance with the procedure specified above.
The Service shall be deemed to be delivered to the Customer at the time when the final result of the Supplier’s work is made available to the Customer, regardless of whether order confirmation has been carried out or not, or otherwise (if no order confirmation is to be carried out) when the work has been performed by the Supplier.
If delivery occurs after the agreed delivery date due to circumstances attributable to the Supplier, the Supplier shall be deemed to be delayed. In such a delay, the Supplier and the Customer shall jointly allocate extra resources to limit and minimise the Customer’s inconvenience of the delay. If a delay for which the Supplier is responsible exists for more than five weeks from the Customer’s written notice to the Supplier of the delay, the Customer shall have the right, as an exclusive sanction, to withdraw from the Agreement on the Supplier within 14 days of the Supplier receiving written notice from the Customer where he invokes his rights under this provision, has remedied the delay.
The Supplier is not responsible for any delay due to Customer, a circumstance attributable to the Customer or if the delay is due to a circumstance attributable to any subcontractor. If delay is caused by such a circumstance, the Supplier shall have the right to a reasonable advance of the agreed delivery date and compensation for additional costs of damage (directly as well as indirectly) and costs incurred by the Supplier due to the delay.
Applicable prices and fees are set out in the Agreement. All amounts are stated in SEK excluding VAT. Unless otherwise agreed, the Supplier shall invoice the Customer monthly in advance with payment to be made by the Customer no later than 15 days after the invoice date.
For work that is not part of the Services, in addition to the fees specified in the Agreement, compensation is paid in accordance with the Supplier’s at time of the work on the hourly rate list. Furthermore, unless otherwise agreed, the Supplier owns, in addition to the agreed remuneration for the Services, the right to compensation for all costs and expenses incurred on behalf of the Customer, such as, for example, the purchase of goods and the use of actors in the production of marketing material.
In the event that work is to be carried out at the Customer or otherwise at the Supplier’s office, the Supplier shall be entitled to charge the Customer for all costs related to travels, diet, cost of recording places and accommodation. In addition, compensation for travel time is paid in accordance with the Supplier’s regular hourly rate.
Unless otherwise specifically agreed, the applicable prices and fees are fixed during the term of the agreement specified in the Agreement. However, in connection with each year end, the supplier has the right to adjust contracted prices for the Services by up to ten percent.
In the event of late or non-payment by the Customer, the Supplier has the right to apply a reminder fee and collection fee according to law. In addition, the Supplier is entitled to default interest at a rate of ten percent per year.
If full payment is not received within 30 days from the date on which the Supplier’s claim was due for payment, the Supplier is entitled to: (i) immediately terminate the provision of the Service, and/or (ii) end the Agreement with immediate effect and apply any other sanctions in accordance with the Agreement.
The Supplier is responsible, with the following restrictions, for damages arising from the Supplier’s negligence in the performance of the Service.
If the Supplier has been negligent in the performance of the Service and the Service has therefore not complied with the agreed service description (hereinafter referred to as error), the Supplier shall, without unreasonable delay, where possible, rectify the error. However, the Supplier’s responsibility for correcting errors does not apply if (i) the Customer accepts order confirmation regarding the Service; (ii) the remedy would cause inconvenience or expenses to the Supplier which is unreasonably large in relation to the significance of the error to the Customer; (iii) the error is negligible; or (iv) the Customer has not complained of the error within 30 days of the delivery of the Service which was defective. The Supplier’s responsibility for errors in the Services is limited to what is stated above in this paragraph 5.
All intellectual property rights, including, but not limited to, copyrights, trademarks, patents, images, video film, design and pattern rights, corporate rights, database rights and know-how that is (provided or otherwise made available to the Customer by the Supplier or another in the context of the Services or (ii) otherwise arises within the scope of the Services (“IPR”), including, but not limited to, software, source code, documents, ad accounts, texts, images layouts, designs, programs, data, information, reports, matrices, definitions regarding target groups and all information on and relating to advertising accounts and other material and knowledge is and remains the Supplier’s exclusive property.
The Supplier grants the Customer a non-exclusive, non-transferable, non-sub licensable limited right to use IPR solely within the Customer’s own operations and solely for the purpose for which the IPR in question was made available to the Customer in accordance with the Agreement. Customer does not have the right to wholly or partially (i) modify or reproduce IPR, (ii) translate, decompile, disassemble or create derivative works based on IPR or (iii) assign, rent, lend or otherwise redistribute IPR.
For any third party products and open source-software included in the Services, applies instead of what is stated above regarding the use of the license terms for such third party product and open source-software. The Customer is responsible for ensuring that the license terms are complied with by the Customer.
Party undertakes, without limitation, in time during the term of the agreement and thereafter, not to disclose to third parties’ confidential information which Party receives from the other Party and to only use such information of this Agreement. “Confidential Information” means all information provided by a Party or relating to this Agreement or its contents, no matter if and how information is documented or not, with the exception of (i) information, which is generally known or comes to the public knowledge other than by breach by the Parties of the contents of this Agreement; (ii) information which the Party may show that he already knew before receiving it from the other Party; (iii) information that the party has received or will receive from third parties without being bound by a duty of confidentiality in relation to the party; and (iv) information developed by the Party independently and without the use of the other Party’s confidential information.
The Supplier is responsible with the following limitations, for damage caused by the Supplier through neglect, regardless of the legal basis for the Customer’s requirements.
The Supplier is not responsible for any damage caused by (i) any third party product or (ii) modifications or changes to the Services made by anyone other than the Supplier.
The Supplier is not responsible under any circumstances for the Customers lost profit, income, savings or goodwill, loss due to outages, loss of data, the Customers possible responsibility to third parties or indirect damage or consequential damage of whatever it may be.
The Supplier’s total responsibility under the Agreement concerning one or more events (whether related to each other or not) shall in no case exceed an amount equal to 15 percent of the amount paid by the Customer to the Supplier during the damage for the previous twelve-month period.
The Supplier shall not be responsible for any damage unless the Customer has made a written complaint to the Supplier within 30 days of the Customer discovering, or having discovered, the actual damage or loss.
The Customer undertakes that during the period for the performance of the Services and for a period of twelve months thereafter, not to employ or seek to employ any of the persons of the Supplier who perform (or performed) the Services. Should the Customer employ or otherwise engage any of these persons on behalf of the Customer, directly or indirectly, the Customer shall compensate the Supplier with an amount corresponding to twelve times the monthly salary received from the Supplier.
The Party is exempted from responsibility for failure to fulfil its contractual obligations if the fulfilment of the obligations is prevented or significantly hampered by a circumstance that the Party could not reasonably foresee or control. A liberating circumstance is for example deficiencies or errors in electricity supply or telecommunications, computer circuses, data loss, strike, lock-out or other labour conflict, regardless of the cause of the conflict, natural disaster, lightning, fire, sabotage, extreme weather conditions, government action, new legislation or amended legislation or other public regulation or other similar circumstances.
In the event that nothing else is stated in the Cooperation Agreement, the Agreement is valid until further notice with a notice period of three months for each Party.
In the event that a fixed term of agreement is agreed upon in the Cooperation Agreement, the Agreement applies during the agreed period. In the event that no termination of the Agreement is made at least three months before the end of the said period, the Agreement shall automatically extend until further notice with a notice period of three months for each Party.
Either Party shall have the right to terminate the Agreement upon immediate termination in the event that the other Party (i) commits a material breach of contract and does not make any correction within 30 days of written notice; or (ii) go bankrupt, occupies composition negotiations, enters into liquidation or go insolvent.
The Supplier has (notwithstanding anything set out in paragraph 7) the right to state the Customer as one of its customers in its marketing and also has the right to refer to use the Customer’s company and brand and link to the Customer’s website.
In addition, neither Party is entitled to use the other Party’s name or trademarks/logos for marketing products and services.
Termination or other communications shall be made by means of bids, registered letters or e-mails to the address of the other Party in the Cooperation Agreement. The message shall be deemed to have been delivered to the recipient: (i) if delivered by courier: at the time of delivery; (ii) if sent by registered letter: two days after delivery for mail delivery; or (iii) if sent by email: upon receipt of confirmation that an email has been received.
Neither Party is entitled to assign all or part of its rights and/or obligations under the Agreement without the other Party’s prior written consent. The Supplier has the right to freely assign the right under the Agreement to receive payments from the Customer without the Customer’s consent.
To be binding, additions to and amendments to the Agreement shall be made in writing and signed by both Parties.
The Agreement constitutes the Parties’ complete settlement of all matters to which the Agreement relates. All written and oral commitments that have preceded the Agreement are replaced by the content of the Agreement.
Swedish law shall apply to the Agreement. Disputes arising from this Agreement shall be settled in the General Court by the Kalmar District Court as the first instance.
Last updates 2020-09-01.
© 2021 DigiView Nordics AB. All rights reserved.
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© 2021 DigiView Nordics AB. All rights reserved.