Ombori

General terms and conditions - Ombori Grid ™

7 August 2018

  1. Definitions
    1. "The Platform" A cloud-based platform for rapid application development, currently known as Ombori Grid™
    2. "The App" An application created with the Platform for iOS, Android, Web and/or Displays.
    3. "The Engagement" To create the App with the help of the Platform and to make it available to end users.
  2. General
    1. These general terms and conditions shall apply when Ombori Apps AB, company registration number 556841-1333 (“the supplier”) provides services in respect of Ombori Grid™ for clients. These general terms and conditions shall be complemented by the supplier’s special terms and conditions, which constitute an integral part of the parties’ agreement (“the Special terms and conditions”).
    2. The validity of addenda or amendments to these general terms and conditions is contingent upon their being agreed in writing. The term “in writing” also refers to email messages or messages sent via the supplier’s web-based ticketing system, receipt of which has been confirmed (c.f. point 36.2 c) below).
    3. The supplier shall be entitled to amend these General terms and conditions. The supplier shall, in the event of any such amendments being detrimental to the client, notify the client thereof no later than 60 days before the amendment comes into force. The client shall be entitled, no later than 30 days before the amendment comes into force, to give written notice of the termination of the agreement with effect from that date, inclusive. If no such notice is given, the client shall be deemed to have accepted the new terms and conditions.
  3. Background
    1. The supplier is a supplier of a cloud-based platform, Ombori Grid™, by means of which an application is created for digital devices and which can be downloaded by users in the client’s target group (i.e. an “app”). The app is created by the supplier, either by means of customised development work or through the conversion of content from the client’s existing website. The client has a requirement for an app of this kind.
    2. The parties have decided, in the light thereof, to enter into this agreement which is intended to regulate the creation, operation, maintenance and support of the client’s apps for digital devices.
  4. The nature and scope of the engagement
    1. The supplier shall deliver apps in accordance with the provisions of the Special terms and conditions and other written agreements between the parties, and shall make them available for download via the Apple App Store and/or Google Play.
    2. The parties’ contact persons are specified in the Special terms and conditions.
    3. The supplier’s engagement is hereinafter referred to as “the Engagement”. The end result, i.e. the apps, is hereinafter referred to as “the App”.
    4. The supplier undertakes, in the event of the client wishing to make addenda or amendments to the Engagement or the App, to carry out such work in accordance with written agreements.
  5. Platform provision
    1. The supplier undertakes to supply those parts of the platform chosen by the client, as shown in the Special terms and conditions, as a so-called cloud service through which the supplier continuously updates the App to the extent agreed (“the Platform”).
    2. The Platform shall be supplied from the agreed starting date.
    3. The provisions of point 15 below shall obtain in the event of the client wishing to supply third party applications through the Platform.
    4. The supplier shall implement updates or new versions in the Platform to the extent deemed appropriate by the supplier.
  6. The supplier’s undertakings
    1. The supplier shall supply the Engagement, the Platform and the App in accordance with the terms and conditions specified in this agreement and the Special terms and conditions.
    2. The supplier shall carry out their duties in a professional manner. The Engagement and the Platform shall, unless otherwise stated, be implemented in accordance with the methods and standards normally applied by the supplier for this type of service.
    3. Unless otherwise specified in this agreement, the supplier may, with due regard for the provision on personal data in point 21 of this agreement, supply all or part of the Engagement, the Platform or the App from another country, provided that the supplier otherwise complies with the terms and conditions of the agreement.
  7. The client’s undertakings
    1. The client shall, in order to enable the supplier to supply the agreed services and carry out the Engagement:
    1. take out and maintain a subscription on the Platform in accordance with the Special terms and conditions;
    2. provide the supplier with all necessary log in details for the client’s Apple App Store and Google Play accounts;
    3. carry out tests, if the client’s Web services (defined in this agreement both as web-based computer programs that communicate and cooperate dynamically with other Web services, and as web services that permit communication with physical entities) include an order flow, to ensure that the order flow works in the App;
    4. cancel test orders placed by the supplier’s personnel;
    5. integrate the App with the client’s Web services in accordance with the instructions issued to the client at any time by the supplier. Failure by the client to comply with instructions issued within 30 days of receipt of the instructions shall entail a cessation of the supplier’s responsibility for functionality;
    6. review and communicate decisions on the approval of source data provided by the supplier and otherwise continuously supply the data required to enable the supplier to fulfil their undertakings in accordance with the agreement between the parties;
    7. be responsible to the supplier for faults or deficiencies in the client’s software and in Third party applications;
    8. be responsible, unless otherwise specified in the agreement, for backing up the information in the client’s Web services; and
    9. ensure (i) that the client’s Web services are free from viruses, Trojans, worms, or other harmful software or code, and (ii) that the client’s Web services cannot otherwise damage or have a negative effect on the supplier’s systems or the Platform.
  8. Supplier-allocated resources
    1. The parties are agreed that the supplier shall, until further notice, provide the consultants and the number of hours per month at the price specified in the Special terms and conditions.
    2. If either party wishes to make changes to the resources allocated, they shall notify the other party thereof in writing. The change shall not come into force until the period of time specified in the Special terms and conditions, calculated from the date when receipt of the change request was confirmed, has passed.
  9. Performance of the Engagement
    1. The supplier might allocate time and resources on a consultancy basis, but both parties are cognisant of the fact that the content of the delivery may alter during the term of the agreement and there is, hence, no agreed delivery date.
    2. The parties’ respective contact persons, who are specified in the Special terms and conditions, shall be authorised to communicate decisions that are binding on the party in question with regard to the development of the App. Any changes in contact persons shall be communicated in writing.
    3. The supplier shall carry out the Engagement in a professional manner in accordance with the provisions of this agreement and with the competence, speed and care that the client is entitled to expect.
    4. The parties shall consult with one another and act in consensus during the term of the Engagement. The parties shall, in accordance with this provision and without unreasonable delay, notify their counterparty of any circumstances that may entail a change to the preconditions for the performance of the Engagement, or of any delay in the same.
  10. Amendments to the Engagement, the Platform, or the App
    1. The client shall not be entitled to demand amendments to the Engagement, the Platform, or the App, over and above those permitted within agreed time and resources allocated on a consultancy basis.
    2. The supplier may, without first notifying the client, make amendments to the Platform or to the way in which the Platform is provided, that will obviously not entail more than minor inconvenience for the client. These amendments shall be made available to the client via a change log accessible online by the client.
    3. The supplier may implement amendments to the Platform or to the way in which the Platform is provided other than those comprised by point 10.2 above, three months after the client has received notification thereof. The client may, when the amendment comes into force, give notice for the Platform no later than the date on which the amendment comes into force or a later date specified in the notice of termination or in the Special terms and conditions of this agreement, but no later than three months after the coming into force of the amendment.
  11. Amendments to the subscription
    1. If the client wishes to upgrade their subscription to the Platform, they shall notify the supplier thereof in writing, at which time the amendments shall come into force with immediate effect.
    2. If the client wishes to downgrade their subscription, they shall notify the supplier thereof in writing, at which time the amendments shall come into force at the next Extension period of the Agreement.
  12. Supplementary services
  13. The supplier undertakes only to carry out services over and above those specified in this agreement, such as allocating time and resources to make changes to the App on a consultant basis, in accordance with specially drafted documents signed by both parties.

  14. Documentation
  15. The supplier shall provide accessible user documentation for the agreed services. The user documentation shall be in English.

  16. Relationships with third parties
    1. The client shall, irrespective of the subscription format, be the designated originator of all of the App content and shall be solely responsible for the same.
    2. The supplier shall be entitled to identify the client as a customer in their marketing, using the client’s name, brand or other distinguishing marks belonging to the client. The supplier shall, in the event of the termination of the parties’ agreement, immediately cease and desist any and all use of the client’s distinguishing marks.
  17. Third party applications
    1. It shall be incumbent upon the client to ensure, where relevant, that third party applications that the client wishes to use in the App, including but not limited to web stores and chat services, may be used in the App. The supplier has no responsibility whatsoever for errors in or breaches of the terms of third party applications.
    2. The client shall indemnify the supplier in the event of the supplier, due to work or services provided in accordance with this agreement, being found to have infringed the rights of a third party.
    3. The supplier accepts no responsibility whatsoever for ensuring that new or updated third party applications on the client’s website work in the App other than when this has been explicitly agreed in writing.
  18. The client’s use of the Platform
    1. The client is hereby granted, unless agreed otherwise, a non-exclusive right to make use of the Platform in the client’s own operations.
    2. The client may not copy software that forms part of the Platform.
    3. The client is responsible for maintaining control over information that may be managed in the Platform.
  19. Restriction of access
    1. The supplier may switch off or restrict access to the Platform or the App in the event of the provision of the Platform or the App entailing a risk of more than negligible damage for the supplier. The supplier may not, in conjunction therewith, implement any measures that are more far-reaching than those justifiable with regard to the circumstances. The client shall be notified immediately of any restriction in access to the Platform.
    2. The supplier shall, unless otherwise specified in the agreed service level agreement, i.e. specified in the Special terms and conditions, be entitled to carry out planned measures that affect the availability of the Platform if such measures are necessary for technical, maintenance, operational or security reasons.
    3. The supplier shall carry out measures as specified in point 17.2 above with all due speed and in a manner that limits disruptions. The supplier undertakes to notify the client in good time ahead of such measures and, if possible, to schedule the planned measures outside of normal working hours or, where relevant, in accordance with the provisions of the Special terms and conditions.
    4. The supplier shall be entitled with immediate effect to prevent the continued dissemination of information in the Platform or the App if it can reasonably be assumed that continued dissemination would breach applicable legislation. The supplier shall be entitled to access all information transferred or submitted to the Platform or the App in order to exercise this right. The supplier shall notify the client in the event of this right being exercised.
  20. Intellectual property rights
    1. The Platform
      The supplier and/or the supplier’s subcontractors and licensers shall retain all rights, including intellectual property rights, to the Platform and its software.
    2. The App
      The client’s responsibility for the content of the App in accordance with point 14.1 above also includes responsibility for ensuring that the App content does not infringe the intellectual property rights of any other party.
    3. The client is responsible for ensuring that the requisite rights have been obtained for use of the content of the client’s existing services and of any component applications within the framework of the App.
    4. The client undertakes, at their own expense, to defend the supplier if any claims are made or suits brought against the supplier for infringements of third parties’ rights with regard to the use of content for which the client is responsible in accordance with points 18.1-18.3 above.
    5. The client further undertakes to compensate the supplier for any costs incurred and damages payments that the supplier may be liable to pay as a result of out of court settlements or court judgements. The client’s undertaking shall only apply, firstly, if the client is notified in writing by the supplier within a reasonable period of time that a claim has been made or suit brought, and secondly, that the client is granted sole discretion in determining the defence against such suits and in conducting negotiations with regard to out of court agreements or settlements.
    6. The client shall, in the event of a third party claiming that the App’s use of the client’s information, content or services infringes upon the third party’s rights, be responsible for ensuring that the requisite rights are obtained.
    7. The client has no responsibility whatsoever to the supplier, over and above the provisions of this point and point 19.2, as a result of infringements of third parties’ intellectual property rights.
  21. The client’s data
    1. The client shall, in the context of the relationship between the client and the supplier, retain all rights to any of the client’s data stored by the supplier. Work entailing the transfer of the client’s data to the client during the contract period shall, unless otherwise specified in the agreement, constitute a supplementary service that presupposes the existence of a separate agreement.
    2. The client shall be liable for and shall indemnify the supplier against any infringements by the client’s data of third parties’ rights or other breaches of applicable legislation.
  22. Log files
    1. If the supplier keeps logs of the App’s usage, data from the log may, unless otherwise agreed, solely be used by the supplier for the purposes required for the execution of the Platform and the App and, provided that the log does not contain personal data, for development purposes, to investigate abuse or analyse hacks, to submit information to the authorities pursuant to applicable legislation, or for statistical purposes.
    2. If data from the log is used for statistical purposes, it may not contain client data or data to which a duty of confidentiality applies, in order to ensure that neither the client nor any individual can be identified. Such statistical analyses may not constitute personal data.
    3. The supplier shall permit the client to access the data registered by the supplier with regard to the Platform’s usage in accordance with this point.
  23. Personal data
    1. The client is the data controller for personal data processed within the framework of the Platform or the App and the supplier is a personal data processor. The client is liable, in the capacity of a data controller, for ensuring that the processing of personal data is carried out in accordance with applicable legislation.
    2. The supplier undertakes to process personal data solely in accordance with the agreement and with the client’s written instructions. The supplier shall be entitled to remuneration in accordance with the applicable tariff for complying with the client’s written instructions if the measure requested is not otherwise specified in the agreement.
    3. The supplier shall implement those technical and organisational measures agreed to protect personal data.
    4. The supplier shall be willing and able to comply with official directives on the measures required to comply with statutory security requirements with regard to the client’s personal data and which are issued in line with statutory provisions.
    5. The client shall compensate the supplier for any additional costs incurred by the supplier in order to comply with the client’s altered security requirements. The supplier shall immediately notify the client upon discovery of successful or attempted cases of unauthorised access to, destruction of, or alterations to the client’s personal data.
    6. The supplier shall permit those inspections that the authorities may, by law, require with regard to the processing of personal data. The supplier’s costs in connection with the conduct of such inspections may be debited to the client in accordance with the applicable tariff.
    7. If the supplier uses a subcontractor to process personal data (“subprocessor”), the supplier shall, in the capacity of agent for the client, conclude an agreement with the subcontractor whereby the subcontractor undertakes, in the capacity of personal data processor for the client, to comply with the provisions of point 21. If the client is based in the EU and personal data will be transferred to a country outside the EU/EEA, the supplier shall ensure that the subcontractor signs the EU’s standard agreement clauses for the transfer of personal data to a third country. The supplier shall, in the capacity of agent for the client, be entitled to conclude the agreement. The supplier shall, before using a subcontractor to process personal data, inform the client of the identity of the subcontractors who will be used and specify the country in which the personal data processing will take place. The supplier shall, at the client’s request, forward copies of any and all agreements concluded by the supplier in accordance with this, point 21.7.
    8. The provisions of point 33 below shall apply to personal data in conjunction with the termination of the agreement.
  24. Security
  25. The supplier shall comply with industry-standard security directives, unless otherwise specified in the agreement, i.e. the Special terms and conditions.

  26. Confidentiality
    1. The parties undertake not to reveal to any third party any information regarding the other party’s operations which may be regarded as a commercial or trade secret or any information that may be subject to a statutory duty of confidentiality, for the term of the contract or for a period of five years thereafter without the consent of the other party.
    2. The supplier’s pricing information and any other information designated as confidential by either party shall always be regarded as a commercial or trade secret, unless otherwise mandated by law.
    3. The duty of confidentiality shall not apply to any information that a party can demonstrate became known to that party other than through the engagement, or which is a matter of public knowledge.
    4. The duty of confidentiality shall also not apply when a party has a statutory obligation, or is obliged under the terms of a court of official ruling, or under binding stock market regulations, to provide information. If a party is obliged in this way to provide information, the other party shall be notified thereof before any such disclosure occurs.
    5. Parties shall ensure by means of confidentiality undertakings with personnel, or other suitable measures, that confidentiality as described above is maintained. Parties are also responsible for ensuring that any subcontractors and their employees involved in the Engagement sign a confidentiality undertaking of equivalent import.
    6. Use of the App may result in the personal data of the client’s end users being processed by Apple Inc., Google Inc. or Facebook Inc. (including subsidiaries of these companies). These companies’ processing of personal data is excluded from the supplier’s responsibility in accordance with point 21 and the client is, therefore, responsible for obtaining the requisite consent from end users for such processing.
  27. Competition
  28. The supplier shall be free to carry out engagements equivalent to the Engagement on behalf of the client’s competitors.

  29. Title
    1. Title to all results created by the supplier within the framework of this agreement shall accrue to the supplier, irrespective of whether the result arises as a result of the client’s order and of the client’s payment for the service provided. The client shall, however, acquire the right to use results that are not part of the Platform, free of charge, both during the term of the agreement and thereafter, including the right to make their own changes to the result. This right does not limit the supplier’s right to use such results in agreements with third parties.
    2. The client may only make changes to the App, either personally or through the agency of a third party, if the App has been disconnected from the Platform. The supplier undertakes to carry out such removal in return for compensation in accordance with the applicable tariff.
    3. The client shall not, by means of this agreement, acquire any rights whatsoever to the Platform, nor shall the client have the right to access the Platform’s source code.
  30. Liability for the Platform and the App
    1. The supplier shall, with the promptness required by the circumstances, rectify any faults in the Platform or the App, if possible.
    2. The client shall also be entitled, if the App has been materially unusable due to faults in the Platform, to receive a reasonable reduction in the fee attributable to the Platform for the period from the time when the fault was reported and for the duration of the fault.
    3. The supplier shall only be liable for faults in accordance with point 26.1 if the client has reported the fault to the supplier within a reasonable period of time after the fault was discovered by the client and if the client has stated and, if necessary, demonstrated the nature of the fault. The supplier shall be liable to pay damages if the fault has occurred due neglect on the part of the supplier, other than as provided for in point 27 below.
    4. Any service levels for the Platform agreed by the parties shall be specified in the Special terms and conditions.
    5. The supplier’s liability for faults in or deficient fulfilment of service levels does not include faults or deficiencies due to the causes specified below, unless otherwise explicitly specified in the parties’ agreements:
      • circumstances for which the client has a contractual liability;
      • circumstances outside the scope of the supplier’s area of liability for the Platform under the terms of this Agreement;
      • viruses or other attacks on security, provided that the supplier has implemented security measures in accordance with contractual requirements or, in the absence thereof, has implemented security measures in a professional way.
    6. If the parties have concluded an agreement on contractual service levels, the supplier’s liability shall, in conjunction with deficient fulfilment of the contracted service levels, be limited solely to price reductions or the payment of fines in accordance with the provisions of the contractual service level terms and conditions.
    7. If the parties have not specifically agreed any such price reduction or fine, the client shall be entitled to a reasonable reduction in the fees in accordance with point 26.1. The client shall not, over and above this, be entitled to damages or other compensation due to deficient fulfilment of agreed service levels, other than when the deficiency was a result of deliberate intent or gross negligence.
    8. The client shall only be entitled to claim sanctions in accordance with point 26 if the client has notified the supplier thereof in writing no later than 90 days after the client noticed, or should have noticed, the grounds for the claim.
  31. Limitation of liability
    1. The parties’ liability for damages per calendar year shall be limited to a combined sum of 15% of the annual fee for the Service in question, unless otherwise specified in the Special terms and conditions. Parties shall not, under any circumstances whatsoever, be liable for loss of profit or other indirect damage, nor does the liability include the counterparty’s liability to pay damages to a third party, other than in cases specified in point 18 or with regard to the client’s liability in accordance with point 19.2. The supplier shall not be liable for data loss other than when any such loss is caused by the supplier’s negligence in carrying out contracted undertakings with regard to backups. The limitation of liability in accordance with this point 27.1 does not apply in conjunction with personal injury, or with regard to the liability for compensation specified in points 18 and 19.2 or if the damage was due to deliberate intent or gross negligence.
    2. Parties shall, in order to retain their right to damages, submit claims for damages to the counterparty no later than within six months of the date when the damage occurred.
  32. Force majeure
    1. Parties shall be exonerated from any sanctions due to a failure to fulfil a particular undertaking in accordance with this agreement if the failure is due to circumstances (“Exonerating circumstances”) over which the party has no control and which prevents the fulfilment of the said undertaking. The undertaking shall be fulfilled in the contracted manner as soon as the hindrance has ceased to obtain.
    2. The following shall be classified as Exonerating circumstances: war, acts of war, actions by the authorities, new or amended legislation, labour market disputes, nationwide interruptions to telecommunications, or equivalent circumstances.
    3. Parties shall, in order to be granted exoneration in accordance with the first paragraph above, notify the other party thereof without delay.
    4. The above provisions regarding exemption from sanctions notwithstanding, parties shall be entitled to terminate the agreement under the specified circumstances if the counterparty’s fulfilment of a specific undertaking is delayed by more than two months.
  33. Remuneration, prices and payment terms
    1. The client shall pay the remuneration specified in the Special terms and conditions or in accordance with the current tariff for the supplier’s provision of the Platform. If an agreement has been reached regarding hourly rates, the agreed hourly rate shall be debited on a current account basis. The fees are shown ex. VAT and other additional taxes and fees for the service provided established after the agreement comes into force. Unless otherwise agreed, fixed fees shall be invoiced periodically in advance. The supplier shall be entitled to invoice monthly in arrears for other contractual remuneration.
    2. Payment shall be made no later than 30 days after the date upon which the invoice was raised.
    3. If the supplier incurs additional work or additional costs due to circumstances for which the client is responsible, the client shall compensate the supplier for any such additional work and any such additional costs in accordance with the supplier’s then current tariff, provided that the supplier has notified the client in advance that such charges will be debited.
    4. The supplier shall submit an invoice to the client comprising all claims outstanding for a given calendar month no later than six months after that calendar month has ended, unless otherwise specified in the Special terms and conditions. Failure to do so will result in the supplier waiving their rights to compensation for the services provided or work carried out, including any compensation of the kind referred to in point 29.3, other than with regard to their entitlement to make a counterclaim by way of set-off.
    5. Penalty interest and other compensation payable by law shall be debited in the event of any delay in payment. In the event of delayed payment by the client and of the supplier having urged the client in writing to make payment, the supplier may, 30 days after issuing a written reminder referring to this point to the client, cease further provision of the Platform until such time as the client has paid the outstanding amounts due.
  34. Price changes
    1. The supplier shall be entitled to change their contractually agreed prices. The supplier shall provide the client with a minimum of 60 days’ written notice of any such impending changes that are detrimental to the client, unless otherwise specified in the Special terms and conditions.
    2. The client shall be entitled to give written notice of the termination of the agreement, no later than 30 days before the price increase would have come into effect, with effect from that date, incl. If no such notice is given, the client will be deemed to have accepted the new prices.
  35. Term of the agreement
    1. The agreement shall be valid for twelve months from the date when it is signed (“the Initial Term of the Agreement”).
    2. If notice of termination of the agreement is not given no later than three months before the end of the Initial Term of the Agreement, the agreement shall be automatically extended for terms of twelve months at a time (“Extension periods”) with corresponding notice periods.
    3. The supplier has ten days from the date when this agreement is entered into to obtain a credit rating for the client from a well-established credit rating company. If the credit rating obtained shows that the client is not creditworthy, the supplier shall be entitled to terminate the agreement with immediate effect.
  36. Early termination
    1. The parties shall be entitled to give notice of the termination of the agreement:
      1. if the counterparty is in significant breach of their undertakings in accordance with the agreement and fails to effect rectification within 30 days of a written request so to do being submitted to the counterparty with reference to this point, or
      2. if the counterparty has been declared bankrupt, entered into composition proceedings, is subject to company reorganisation, or may otherwise be deemed insolvent.
    2. The party giving notice shall be entitled to give notice of the termination of the agreement on the date specified in the notice, but no later than three months after notice of termination was given. The validity of the notice of termination is contingent upon it being given in writing.
  37. Disconnection of the Platform
    1. A copy of any of the client’s data which is to be produced no later than 60 days after the termination of the agreement and which is held by the supplier shall, in conjunction with the termination of the agreement, where appropriate and as requested by the client, be returned to the client or to the client’s designated recipient with all due haste. Any data held in electronic format shall, if so requested by the client and if on a reasonable scale, be handed over in electronic format in accordance with the client’s instructions.
    2. The supplier shall, after the expiry of any such sixty-day period and unless otherwise required by law, delete any of the client’s data held by the supplier.
    3. The Apps that use the Platform will cease to work in conjunction with the termination of the agreement.
  38. The supplier’s personnel
    1. The supplier shall use the personnel that the supplier deems to be appropriate for the performance of the Engagement. The supplier shall be entitled to replace personnel at will.
    2. The supplier shall be entitled to appoint subcontractors at will. The supplier is responsible for work carried out by subcontractors and is entitled to compensation for the same as if the work had been carried out by the supplier themselves. Compensation for subcontractors shall be paid as if the subcontractor’s employees were employed by the supplier themselves.
    3. The client guarantees, on pain of a fine totalling 20 times the basic amount for national social security purposes pursuant to the Swedish Social Insurance Code, to offer neither the supplier’s employees nor the employees of the supplier’s subcontractors employment (or engagement as a supplier) with the client or with companies over which the client exercises a controlling influence for a period of two years after the termination of this agreement, provided that the client has become aware of the employee by means of the collaboration in accordance with this agreement. The term “become aware of” means that the client has communicated electronically with the employee or that it is apparent from the minutes of a meeting kept within the framework of this agreement that the client’s employees and the employee were present.
  39. Transfer
    1. The agreement may not be transferred without the consent of the counterparty.
    2. The supplier may, however, without the consent of the client, transfer the right to take payment in accordance with the Agreement. The supplier may, furthermore, transfer the agreement to companies within the same corporate group as the supplier.
  40. Communications
    1. Complaints and other communications regarding the implementation of the agreement shall be sent by courier or recorded delivery or email to the parties’ contact persons or to subsequently amended addresses.
    2. The recipient shall be deemed to have received the communication:
      1. if delivered by courier: upon handover to the recipient
      2. if delivered by recorded delivery: five days after it was posted
      3. if sent by email: in conjunction with the email being sent if receipt has been duly confirmed
      4. if sent through the supplier’s web-based ticketing system: if receipt has been duly confirmed.
    3. Parties shall be notified of changes of address in the manner prescribed in this provision.
  41. Other
    1. The division of the agreement into separate sections and the conferring of headings shall not affect the interpretation of the agreement.
    2. The validity of amendments and addenda to this agreement is contingent upon their being drawn up in writing and duly signed by both parties.
    3. The failure by any party to exercise a right in accordance with this agreement or to draw attention to a circumstance attributable to the agreement shall not entail a waiver by the party of their rights in this respect.
    4. In the event of a party wishing not to exercise a particular right or draw attention to a particular circumstance, the party in question shall express their wish in writing on a case to case basis.
    5. All written or verbal undertakings and commitments that preceded this agreement shall be replaced by the content of this agreement and its appendices.
    6. The agreement as a whole shall not, in the event of any provision of the agreement or part thereof being found to be invalid, be rendered invalid unless the party’s undertakings would, in the absence of the invalid part of the agreement, be deemed unduly onerous.
  42. Governing law, disputes
    1. The agreement shall be governed by and construed in accordance with Swedish law, excluding conflict of law rules.
    2. Disputes arising by reason of the agreement shall be resolved by a public court of law.