TERMS OF SERVICE 2017-01-09
1.1. These terms of service are applicable between Hi Roy,
Swedish organization number 556685-3478, (”Hi Roy”) and the buyer of Hi Roy’s services (the ”Customer”). Hi Roy assists their customers with consultancy services regarding online marketing. Hi Roy is hired by the Customer for a specific assignment regarding digital marketing such as, but not limited to, web analysis, search engine optimizing, development of web services, counseling regarding strategy and other marketing services (the “Assignment”). The Assignment is specified in detail in the written offer sent from Hi Roy to the Customer before the Assignment is initiated (the “Offer”). These terms of service (the “Terms”) applies the Customer’s order of the Assignment from Hi Roy. The Terms together with the Offer forms the entire agreement (the “Agreement”). If case of any contradictory data between the Offer and the Terms, the Offer shall prevail.
2.1. Hi Roy shall perform all parts of the Assignment professionally and with due care, and in accordance with the provisions in the Agreement. Hi Roy shall decide the guidelines for the performance of the Assignment.
2.2. Hi Roy does not guarantee that the Assignment will lead to an increased number of visitors on the Customer’s website, an increment of revenues or sales, an increased popularity, or otherwise increase the public’s positive attitude towards the Customer. The Assignment’s sole purpose is to improve the Customer’s digital marketing.
3. MODIFICATIONS OF THE ASSIGNMENT
3.1. The Customer may throughout the performance of the
Assignment require modifications of the Assignment. Hi Roy must approve such modifications in writing in order for them to be valid between the parties.
3.2. Upon the Customer’s request of a modification of the
Assignment such as, but not limited to, the Assignment becoming more complicated or more time consuming than expected, the compensation to Hi Roy shall be adjusted in proportion to the degree of the modification. Hi Roy shall make the final decision about the modification of such compensation.
4. TERMINATION OF THE AGREEMENT
4.1. The Agreement can be terminated with a mutual period of
notice of thirty (30) days. Assignments that are less than thirty
(30) days cannot be terminated.
5.1. Hi Roy may hire sub-consultants for the performance of the
6.1. If the Customer wishes to register a complaint regarding an error or a deficiency regarding the performance of the Assignment, the Customer shall, promptly, but no later than thirty (30) days from when the Customer discovered or should have discovered the error or the deficiency, contact Hi Roy.
Complaints shall be presented to Hi Roy within ninety (30) from the completion of the Assignment.
6.2. A completion never exempts the Customer from payment for the Assignment.
7. MATERIAL AND INFORMATION PROVIDED
7.1. The Customer is responsible for the accuracy of the material and other data that the Customer provides to Hi Roy in relation to the Agreement.
8. COMPENSATION AND DELAY
8.1. The prices for the performance of the Assignment that Hi Roy presents to the Customer, are, if nothing else is stated, estimates and may accordingly be modified. The Customer undertakes to reimburse Hi Roy for their costs for travelling, food and accommodation if the Assignment is carried out outside of Stockholm.
8.2. The amount invoiced shall be paid to Hi Roy in the instructed manner no later than the payment day stated in the Offer. Interest on overdue payment will accrue according to the Swedish Interest Act (1975:636). Hi Roy retains the right to charge the Customer reminder fees and debt collection fees for any overdue payments.
8.3. Unless otherwise agreed, invoicing shall be made in arrears on a monthly basis with a payment term of thirty (30) days.
8.4. If the Customer fails to pay the compensation, either in whole or in part, Hi Roy shall have the right to terminate the Assignment with immediate effect. Hi Roy is, upon such event, entitled to claim reasonable costs for increased costs due the termination of the Assignment.
9. MATERIAL BREACH OF CONTRACT
9.1. If a party commits a material breach of its obligations under
Swedish law, or under the Agreement and the breach is not rectified within fourteen (14) days from receiving a request of rectification, the provisions in 9.1-9.2 shall apply.
9.2. Hi Roy shall have the to right to immediately withdraw from the
Agreement if the Customer has grossly neglected its obligations according to Swedish law or according to the Agreement, and if correction in accordance with provision 9.1 above has not been made.
9.3. The Customer shall have the right to withdraw from the
Agreement immediately, if Hi Roy has grossly neglected its obligations according to Swedish law or according to the Agreement, and if correction in accordance with provision 9.1 above has not been made.
10.1. Hi Roy shall be liable for damage to the Customer caused by errors or negligence in the performance of the Assignment. The liability is limited to an amount of three (3) times the price base amount, in accordance with the Swedish Act on Social Insurance (2010:110).
TERMS OF SERVICE 2016-02-15
10.2. Hi Roy is never responsible for damage caused by incorrect or incomplete information provided by the Customer. Hi Roy shall be indemnified for claims from a third party. Hi Roy is not responsible for loss of profit or income, or other indirect or consequential damage.
10.3. The limitation of liability does not apply if the damage is caused by gross negligence or intent.
11. FORCE MAJEURE
11.1. The following events justify, for as long as they proceeds, a corresponding prolongation of performance: work conflict, deficiency of labour, war, errors or delays from sub-supplier, fire, political insurgence, insurrection, currency restrictions, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man made eventuality outside of a Hi Roy’s control.
11.2. The above mentioned is effective, provided that the event occurs before the Assignment ends.
11.3. If Hi Roy wants to invoke such circumstances that are stated above Hi Roy shall, without undue delay, inform the Customer about the emergence and the end of such circumstance.
12. INSOLVENCY OF THE CUSTOMER
12.1. Hi Roy has the right to terminate the Agreement if the
Customer cancels its payments, enters into bankruptcy, enters into liquidation, or otherwise can be assumed to be insolvent.
13. INTELLECTUAL PROPERTY RIGHTS
13.1. Hi Roy accepts that the rights to all intellectual properties, and other intellectual performances that Hi Roy, alone or together with others, contributes to create within the frame of the Assignment for the Customer, regardless of whether the result of the performances is patentable or otherwise possible to protect in accordance with Swedish or foreign intellectual property legislation, shall be the sole property of the Customer.
13.2. The Customer does not obtain any rights to Hi Roy’s intellectual property or company secrets. Furthermore, the Customer does not obtain any rights to intellectual property rights created outside the frame of the Assignment, or that were the property of Hi Roy before the Assignment was initiated.
14.1. The parties undertake to, without limitation in time, not to any third party reveal confidential information regarding each party’s respective business.
14.2. “Confidential information”, as used in this provision, means any information – technical, commercial or of any other nature – regardless of whether or not the information is documented, with the exception of information which is or becomes generally known or which has come or comes to general knowledge in other ways than through a party’s breach of this provision.
14.3. The parties undertake to during the time of the Assignment and for a period of one (1) year from the completion of the
Assignment not without compelling reason reveal the content of, or arbitration regarding, the Agreement or other information regarding negotiations or arbitration or mediation proceedings related to the Agreement.
15.1. The Customer undertakes to, during the term of Assignment, and for a period of three (3) years from the termination of the Assignment, not without Hi Roy’s prior written consent: directly or indirectly, for its own account or on the account of others, solicit, recruit or in other way engage employees, sub-consultants and/or other consultants of Hi Roy.
16.1. Any notice, request, consent and other communication to be given by a Party under this Agreement shall be deemed to be valid and effective if personally served on the other Party or sent by registered mail or e-mail. A notice shall be deemed to have been given in accordance with what is stated below:
a) in the case of personal service: at the time of
b) in the case of regular mail: at the latest five (5) days after the date of mailing, or
c) in the case of e-mail: on the date the email is sent.
17. MODIFICATIONS OF THE AGREEMENT
17.1. Modifications of the Agreement shall if nothing else is agreed, in order to be valid, be accepted by both parties in writing.
18.1. 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 administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”) in accordance with Swedish law if the disputed value exceeds 2,5 price base amounts. The amount in dispute includes the claims made in the request for Arbitration and any counterclaims made in the answer to the request for arbitration. If the dispute shall be settled in accordance with this section 18.1, the rules for Expedited Arbitrations of the SCC shall apply.
18.2. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be settled by the public courts of Sweden in accordance with Swedish law, if the disputed value is less than 2,5 price base amounts. The amount in dispute includes the claims made by the plaintiff in the application for a summons and any counterclaims made in the defendant’s reply.
18.3. The seat of the arbitration shall be Stockholm.
18.4. This Agreement shall be governed by and construed in accordance with Swedish law.