General terms and conditions

These General Terms and Conditions apply when engaging Web Guide Partner Scandinavia AB unless otherwise agreed in writing between the parties.

1

Definitions

”WGP” is the supplier Web Guide Partner Scandinavia AB.

The ”Contract” is an agreement or any other document signed by both parties showing that the parties are agreed.
The ”Customer” is WGP’s counterparty in the Contract.

WGP and the Customer will hereinafter be individually referred to as a ”Party” and collectively as ”Parties”.

2

Interpretation

”In case any conflicting provisions exist in the Contract, they shall apply, unless the circumstances clearly lead to a different assessment, in the following order:

  1. Contract
  2. WGP General Terms and Conditions
  3. Other annexes ”

3

WGP’s commitment

WGP shall perform the work specified in the Contract.

4

The customer’s commitment

The Customer shall give WGP access to any information, tools and advertising accounts required for performing the assignment.

5

Timetable and extension

WGP is entitled to an extension of the assignment if information or access to tools and advertising accounts required for performing the assignment have not been given to WGP.
WGP is also entitled to a requisite extension if WGP is delayed or prevented to fulfil the assignment due to circumstances which WGP has not caused or reasonably could have eliminated.

6

Complaints

The Customer shall complain in writing to WGP about errors in WGP’s delivery or partial delivery as soon as the buyer is aware of, or should have been aware of, the error, but no later than thirty (30) days after the day of delivery.

WGP is entitled to remedy errors where WGP observes that errors exist.

7

Results of the assignment

The Customer obtains a non-exclusive right to, solely for their own use, utilise the results of the assignment and, in so doing, modify and reproduce the results. WGP retains the copyright and all other intellectual property rights of the results.

8

Remuneration

WGP’s remuneration consists of fees and compensation for expenses. In addition, the Customer shall compensate WGP for value-added taxes and any other taxes levied on the service.

The fee is variable or fixed.

A variable fee is charged according to the time spent. If there is no agreement as to how much the variable fee should be per hour, WGP is entitled to a variable fee of SEK 1,600 per hour.

A fixed fee only applies to the assignment if this has been agreed on in writing. In case of modification of the assignment due to one of the following reasons, the fixed fee shall be adjusted:

(i) WGP’s assignment is extended or modified;
(ii) the timetable is changed and this is due to circumstances for which WGP is not responsible;
(iii) unforeseen events attributable to decisions or measures by authorities which to a considerable extent change the conditions of the assignment. In case of adjustment of the fixed fee, the fixed fee shall primarily be altered. If the Parties cannot agree on such alteration, the fee shall be adjusted based on an hourly fee of SEK 1,600.

In addition to a fee, WGP is entitled to compensation for costs for travel and subsistence after this has been approved in writing, via email, by the Customer.

For travelling time, 50% of the agreed hourly fee shall be paid to WGP.

WGP’s remuneration shall be paid according to an agreed payment schedule. If such payment schedule has not been agreed, WGP is entitled to receive a partial payment at most once per month for the part of the remuneration which corresponds to the value of ordered and reported work and, respectively, any incurred costs.

Payment shall be made against invoice. The invoice will be due for payment 30 days after the issue date of the invoice.

In case of delayed payment, interest for late payment will be charged according to law. In case of delayed payment, WGP is entitled to compensation for reminder charges according to the applicable law.

9

Confidentiality

A Party may not without the written consent of the other Party transmit documents to a third party, or in any other way disclose to a third party information which may be regarded as business or trade secrets, such as current or planned products or services, market forecasts, terms and plans for procurements, technology related to the above, business secrets, know-how, inventions, techniques, software in different forms with related documentation, agreements, customer lists, financial information and business plans or similar confidential information to a different extent than as required for the fulfilment of the assignment. Confidentiality does not apply to information which the Party has gained knowledge of in other ways than by breach of this Contract or which is generally known. Nor does confidentiality apply when a Party is required by law to submit information.

Confidentiality shall apply even if the Contract between the Parties should cease to apply in other respects.

10

Termination of the contract

The Customer is entitled to terminate the Contract with immediate effect if WGP:

a) Commits a material breach of an agreement in the Contract;
b) Neglects or refuses to perform work according to the Contract;
c) Acts in any way which significantly damages the Customer’s interests.

11

Liability and limitation of liability

WGP’s liability is limited to property damage and direct loss suffered by the Customer which has been caused by WGP through error or neglect when fulfilling the assignment. WGP is in no case liable for so-called indirect loss or consequential damage. Indirect loss or consequential damage include for example loss of trading profit, unproductive expenses or losses caused by compensation claims from third parties. WGP’s liability also does not include the Customer’s loss of data.

Unless the Parties have agreed otherwise, WGP’s liability for damages related to the assignment is limited to SEK 250,000 per damage incident.

12

Recruitment of personnel

The Customer undertakes not to recruit personnel from WGP for a period of one (1) year after the expiration of the Contract or the day on which WGP has fulfilled its delivery, whichever date occurs last. The Customer shall confirm that the limitation according to this clause is reasonable in order to ensure and protect WGP’s operations. If the Customer chooses to recruit personnel from WGP during the period stated above, WGP is entitled to charge the Customer an amount of SEK 500,000 per employee recruited from WGP.

13

Force Majure

A Party shall not be liable when a loss, damage or delay has been caused by legal enactment, war-related events, strike (both contractual and non-contractual), lockout, blockade or any other circumstance which the Party could not reasonably have foreseen and the consequences of which the Party could not reasonably have avoided or overcome. If the fulfilment of the Contract to a considerable extent is prevented for a longer period than three months due to a circumstance mentioned above, each Party may revoke the agreement in writing without any liability to pay compensation.

14

Period of contract and termination

Unless the Parties have agreed on a particular start day for the consulting service, WGP shall perform the consulting service no later than from the day which occurs seven days after WGP has received a signed Contract from the Customer. A mutual notice period of 3 months applies unless otherwise agreed. Whole calender months are used.

15

Applicable law and dispute

The Contract shall be interpreted and applied according to Swedish substantive law. Any disputes arising from the Contract shall be finally settled by arbitration according to the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. Unless otherwise agreed by the Parties, the arbitration shall take place in Stockholm. The arbitration shall be carried out in Swedish.