1.1 These GTC (se definition below) shall apply between Rangbo Media AB (“Rocket”) and the Client for the Services provided under the Agreement.
1.2 In the event of any conflict between the provisions of the Agreement, the various contract documents shall be given priority in the following order: – the agreement document; – order confirmation from Rocket (if applicable); – any Specifications; and – these GTC’s
1.3 Notices, claims, etc. which the Agreement requires to be presented in writing, shall be sent by letter, fax or electronic mail to the other Party’s appointed representative.
1.4 Any exceptions the Client may have to these GTC’s shall be presented in writing immediately after receipt thereof and no later than upon Rockets commencement of the Services or these GTC’s shall be deemed accepted.
In these general conditions the following terms shall have the meaning given below.
Shall mean the agreement document or order confirmation, these GTC’s and any appendices, agreed amendments or variations to said documents.
Shall mean a specific assignment to provide Services as described in any Specification.
Shall mean all Intellectual Property Rights, and all information and knowledge (including data and know-how), independently developed or acquired by a Party outside the scope of this Agreement.
Shall mean these General Terms & Conditions for Sale of Services.
“Intellectual Property Rights”
Shall mean all registered or unregistered, existing or future prospective intellectual property rights, including trademarks, patents, patterns, designs, software, copyright, know-how and other similar intellectual property rights, whether registerable or not.
Shall mean any inventions, discoveries, know-how, data, documentation, reports, materials, writings, designs, software (including all source codes), methods and other information, created in any form as well as any intellectual property right pertaining to any of the foregoing that are discovered or generated by or on behalf of Rocket in connection with the performance of its undertakings pursuant to an Assignment.
Shall mean all services to be performed by the Rocket pursuant to the Agreement and any Assignment and further described in each Specification.
Shall mean any document specifying the Services to be provided under an Assignment, including time-plan, milestones, payment plan etc., and any written amendments thereof.
3 OBLIGATIONS OF ROCKET
3.1 Rocket shall perform the Services with that degree of skill, care, diligence and good judgement normally exercised by professional firms performing work of the same or similar nature. The Services shall meet the Specifications of the Agreement and comply with applicable laws and regulations. Unless otherwise agreed, Rocket shall perform the Services according to the methods and standards normally applied by Rocket. Under no circumstances shall Rocket be responsible for achieving a specific result, e.g. in relation to campaign targets.
3.2 Rocket shall perform the Services in accordance with any time plan set out in the Agreement. Rocket shall notify the Client of delays that occur in the performance of the Services or otherwise during an Assignment.
3.3 Rocket may at its own discretion use or engage subcontractors to perform the Service. Rocket shall be responsible for the performance and acts of such subcontractors, with the limitations set out in these GTC’s, unless the subcontractor has been appointed by the Client.
4 OBLIGATIONS OF CLIENT
4.1 The Client shall assist Rocket in its performance of the Services, and notify Rocket of circumstances that may have impact on Rockets performance of the Services.
4.2 The Client shall continuously review documents, make necessary decisions and provide Rocket with information, which is necessary for Rocket to be able to fulfil its undertakings under the Agreement.
4.3 The Client is responsible for ensuring that any information and content provided by the Client to be used in the Assignments are in accordance with applicable laws.
5 PROJECT PLANING AND ORGANIZATION
5.1 The Parties will have regular project meetings with an interval and in a manner to be set out in the Agreement, Specification or in another document agreed between the Parties.
5.2 Unless agreed otherwise in writing, Rocket shall on a monthly basis provide the Client with a written report of the Services performed during the previous month, including any important updates on the Assignment and information regarding budget spent. The Parties shall mutually agree on format and what information that shall be included in the report.
6.1 Any specific price agreement regarding the Services, and any payment plan for the payments to be made by the Client, shall be set out in the Agreement, Specification or in another document agreed between the Parties. If no specific agreement regarding Rockets remuneration has been made between the Parties, the price for the Services shall be calculated on current account (time & material) according to Rockets at each time applicable price list.
6.2 All fees are stated exclusive of VAT and other taxes.
6.3 Unless agreed otherwise in the Agreement, Rocket will invoice the Client monthly in arrears. The amount payable under the invoice shall correspond with the time and costs for the Service performed during the previous month, unless otherwise expressly agreed. Payment shall be made within thirty (30) days from the date of the invoice. If circumstances within the Client’s control cause Rocket additional work or additional costs, Rocket shall be entitled to compensation by the Client. The compensation shall be calculated in accordance with Rockets at each time applicable price list.
6.4 In case of late payments, the Client shall pay interest in accordance with the Swedish Interest Act (1975:635) prevailing at the time, calculated from the due date for payment of the invoice. Rocket is entitled to suspend the performance of the Services until payment is made.
6.5 Any complaint regarding an invoice shall be in writing and notified to Rocket no later than eight (8) days after the Client received the invoice.
6.6 Rocket may require that the Client makes payments in advance and/or provides a bank guarantee as security for fulfilment of its payment obligations under the Agreement.
6.7 If new laws and regulations are adopted and/or the way in which public authorities apply existing laws and regulations are changed which affect the Agreement, Rocket and the Client shall make necessary adjustments in Rockets compensation to reflect the changes.
7 CANCELLATION AND CHANGES
7.1 The Client may request changes or variations to the agreed Services at any time during the course of an Assignment. Rocket shall respond to all change requests within reasonable time and state any effect on the agreed price. Any changes to the agreed Specification of the Assignment shall be mutually agreed and made in writing.
7.2 Compensation for variation work shall be in accordance with the original price level of the Services.
7.3 The Client may by fourteen (14) days written notification to Rocket cancel non completed parts of the Assignment. In case of cancellation the Client shall pay the unpaid balance due to Rocket for the part of the Assignment that has already been performed, as well as cover any documented and necessary expenses incurred as a direct result of the cancellation such as e.g. media costs due to non-cancelable bookings.
8 INDEMNIFICATION AND LIMITATION OF LIABILITY
8.1 Unless otherwise agreed, Rockets total liability under the Agreement, regardless of whether the Agreement is terminated or not, shall be limited to fifty percent (50 %) of the total compensation payable to Rocket under the Agreement during the last year immediately preceding the date of the cause of the claim.
8.2 The Client’s sole remedies in case of Rockets breach of the Agreement are limited to those remedies set out in these GTC’s.
8.3 Rocket shall in no event be liable for any indirect (e.g. loss of profits, revenue, or loss of data) incidental, special, consequential or punitive damages even if Rocket has been advised of the possibility of such damages.
8.4 The Client agrees to indemnify and hold all other companies within Rocket and Rockets officers, directors, shareholders, predecessors, successors in interest, employees and agents harmless from any demands, loss, liability or claims related to the Services. The Client shall indemnify Rocket from any and all claims, losses, damages, liabilities, costs or expenses arising from any third party claim against Rocket related to the Service.
9 INTELLECTUAL PROPERTY
9.1 Each Party’s Background Knowledge shall remain the property of that Party.
9.2 Rocket acknowledges that the Client shall be the sole owner of all right, title and interest, including all Intellectual Property Rights, in and relating to any and all content provided by the Client to be used in the Assignment and any Deliverables achieved specifically for the Client based on the Services performed. Rocket shall have the right to make necessary changes to any contents format in order to adapt it for applicable media and an Assignment. Such adaptations shall be presented to the Client for its approval before publication, such approval not to be unreasonably withheld.
9.3 The Client acknowledges that it is the Client’s responsibility to ensure that any Deliverables and Services, which Rocket executes in accordance with the Agreement and the Client’s request, do not violate or infringe any third party rights. Thus, the Client shall hold Rocket harmless from any third party claims for damages resulting from possible infringements of such third party’s rights.
9.4 If applicable, the Client shall ensure that it has the necessary rights, permits, license or similar and fulfil other necessary requirements in order for Rocket use any information or content in accordance with an Assignment under the Agreement.
10 FORCE MAJEURE
10.1 A Party shall be discharged from liability for a failure to perform an obligation under this Agreement due to a circumstance beyond the Party’s control. Circumstances giving rise to such discharge are war or warlike acts, restrictions by public authorities, fire, strike, blockade, prohibition, defects or other similar events, provided that the affected Party immediately gives written notice to the other Party of such event (“Force Majeure Event”). For the avoidance of doubt, industrial disputes, such as strike and blockade, directly related to a Party shall not be deemed as a Force Majeure Event for that Party.
10.2 If performance of significant parts of the Agreement is prevented for more than three months due to a Force Majeure Event, the other Party shall be entitled to terminate the Agreement with immediate effect. Neither Party shall have any liability to the other Party as a consequence of termination of the Agreement due to a Force Majeure Event.
10.3 Each Party shall cover its own costs resulting from force majeure.
11.1 During the term of the Agreement and thereafter, each Party undertakes not to disclose information to any third Party regarding the other Party’s activities and business which has been disclosed in connection with the Agreement and an Assignment, including any Deliverables or work materials as well as all other information which may be regarded as business or professional secrets or information that is subject to confidentiality undertaking by law without the other Party’s consent or to use such information for any other purpose than fulfilment of the Assignment. Information which a Party has indicated as confidential, as well as information disclosed by a Party in connection with an Assignment, shall always be regarded as a business or professional secret. The duty of confidentiality does not apply to information that a Party can prove has come to its knowledge other than through the Services, or which is generally known. Nor does the duty of confidentiality apply where a Party is obligated to disclose any information under law. Where a Party is obligated to disclose information under law, the disclosing Party shall notify the other Party thereof prior to disclosure.
11.2 Each Party shall ensure that the duty of confidentiality set out above is observed by the Party’s personnel, consultants and suppliers.
12.1 The Parties are independent legal entities which act and trade under their own names, for their own accounts and on their own risks. Neither Party may in any respect represent the other Party or enter into any agreement or other commitments on the other Party’s behalf.
12.2 Neither Party may assign its rights and obligations under the Agreement or any Assignment, fully nor partially, to any third party without the other Party’s written consent, which shall not be unreasonably withheld.
12.3 Changes and additions to the Agreement or any Specification shall be in writing and duly executed by the Parties.
13 TERM AND TERMINATION
13.1 The Agreement is valid for a specific period of time, if such a period of time is specified in the Agreement or Specification, or in any other documentation between the Parties. In the event that no specific period of time has been agreed, the Agreement shall be valid until either Party terminates the Agreement by one (1) month written notification. Articles containing rights and obligations which to their nature are such that they should remain in force also after the expiry of the Agreement or an Assignment shall remain valid and in force until the expiry of such right or obligation.
13.2 If the Agreement is terminated, any Assignment in force and thereto related Services shall remain unaffected by the termination unless specifically agreed otherwise in writing. The terms of these GTC shall continue to apply for such Assignments and Services until they have expired by their own effect.
13.3 Without prejudice to any remedy it may have against the other Party for breach or non-performance under the Agreement or any Assignment, either Party shall have the right to terminate the Agreement or any Assignment with immediate effect in accordance with the following: (a) If the other Party commits a material breach of an obligation under the Agreement or any Assignment and, if the breach is capable of remedy, fails to remedy the said breach within thirty (30) days following the receipt of written notification referring to this section; or (b) If the other Party is placed into insolvent liquidation, enters into negotiations regarding company reorganization or composition or is otherwise insolvent.
13.4 Notice of termination shall be given without undue delay after the circumstance constituting the breach was or should have been known to the aggrieved Party.
14 CONSEQUENCES OF EXPIRATION
14.1 Upon the expiration or termination of the Agreement, for whatever reason, Rocket shall, at the request of the Client, promptly return to the Client, or otherwise dispose of as the Client may instruct, all material, specifications and other information in written form or on any other media whatsoever relating to the Services or to the activities of the Client, which Rocket may have in its possession and has no legitimate interest to maintain.
14.2 The expiration or termination of the Agreement, for whatever reason, shall not affect the respective rights and liabilities of each of the Parties hereto accrued on or before termination, nor affect the coming into or continuance in force of any provision hereof expressly or by implication intended to come into or continue to be in force on or after termination.
15 PERSONAL DATA
15.1 With regard to Client’s customer databases, Rocket will, for the processing of personal data in connection with the Assignment, act as a data processor on behalf of the Client, which is responsible for the processing of personal data under the Assignment. The Parties shall for such processing enter into a separate data processing agreement.
15.2 The Client is solely responsible for obtaining necessary consents from data subjects in accordance with applicable data privacy laws.
16 DISPUTES AND GOVERNING LAW
16.1 The Agreement and any Assignment shall be governed by and construed in accordance with the laws of Sweden.
16.2 Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish, unless agreed otherwise.
16.3 The Parties undertake, without any limitations in time, not to disclose the existence and content of an award arising out of or in connection with this contract, nor to disclose information about negotiations, arbitrational proceedings or mediation arising out of or in connection with this contract. The aforementioned shall apply unless otherwise is provided by law, other regulations, decisions by an authority, stock exchange rules or good practices in the stock market or if it is necessary for the execution of an award.