Ingager’s General Terms and Conditions for online marketing valid as from 11 May 2017.
- Background and scope
1.1 Ingager AB (“Ingager”) helps companies to increase their sales and reach with the help of online marketing
1.2 These General Terms and Conditions apply when Ingager provides services relating to online marketing to a company client (“the Client”). The online marketing/services are specified in an agreement between Ingager and the Client (“the Commercial Agreement”).
1.3 Ingager and the Client are each called “Party” below, and jointly “the Parties”.
2.1 In this Agreement and its appendices, the following terms shall have the meaning stated below:
“the Agreement”: the Commercial Agreement including these General Terms and Conditions and all associated appendices;
“the Agreement Period”: stated in the Commercial Agreement;
“the Assignment”: the relevant online advertising service/services specified in the Commercial Agreement.
- Scope and nature of the Assignment
3.1 Ingager shall carry out the Assignment in its own name, but on behalf of the Client.
3.2 The Client is aware that a prerequisite for Ingager to be able to start the Assignment at the agreed start time is that the Client fulfils its undertakings under this Agreement.
3.3 The Client shall provide Ingager with all the material and information that is required to carry out the Assignment. In addition, it is incumbent upon the Client to:
(i) provide Ingager on a continuous basis with information about the offers and campaigns the Client provides as amended from time to time;
(ii) provide Ingager on a continuous basis with information about the Client’s long-term marketing strategy, such as Christmas campaigns, etc.
3.4 If the Client’s website and/or order reception system for some reason ceases to function, the Client shall immediately inform Ingager, so that Ingager can interrupt any advertising.
- Finance and payment
4.1 The Client shall remunerate Ingager for the execution of the Assignment according to Ingager’s price model, which is shown in the Commercial Agreement.
4.2 The Client shall remunerate Ingager according to Ingager’s price list as amended from time to time for reporting where special designs and manual work is required from Ingager and for any desire for services that fall outside the undertaking.
4.3 The advert costs are invoiced in advance every month, with payment thirty (30) days from the invoice date to Ingager’s client account. Fees accrued to Ingager and any further traffic costs are invoiced on the 1st of each month for the previous month, with payment thirty (30) days from the invoice date.
4.4 The Client shall remunerate Ingager for all additional costs that are required to fulfil the Agreement, such as travel expenses and stage properties etc.
4.6 Without prejudice to any other remedy, Ingager has the right to withhold the Assignment if there are reasonable grounds to believe that the Client cannot or will not fulfil the Agreement.
- Intellectual property rights
5.1 All rights to the accounts Ingager sets up for the Client with Facebook and other media when executing the Assignment, as well as any information included therein, such as content, advertisements and structure, devolves to the Client, both during the Agreement Period and after termination of the Agreement.
5.2 The right of ownership to the collected contents of Ingager’s databases and systems at the time of entering into the Agreement or that is added as a result of the execution of the Assignment, including any intellectual property rights and know-how, devolves to Ingager.
5.3 Neither Party shall receive the right to any intellectual property and/or other right held by the other Party before the collaboration between the Parties started through this Agreement, however some license rights may exist according to Item 6.4 below.
5.4 Ingager is entitled to use the Client’s name and logo during the Agreement Period in its own and the Client’s marketing. The Client further grants to Ingager, during the Agreement Period, the right within the framework for the execution of the Assignment to use the Client’s company name, trademarks and other characteristics.
5.5 Ingager is entitled to use customer information received that has been granted to Ingager.
6.1 The Parties shall observe confidentiality in relation to the terms and conditions of and the design of this Agreement, any arbitration arising from this Agreement, any information about negotiations, arbitrary proceedings or mediation arising from this Agreement as well as all confidential information received from the other Party, however with the exception that confidentiality need not be observed in relation to professional advisers, insurance companies, etc. on condition that these are obliged to observe the corresponding confidentiality in relation to information received. Nor does confidentiality cover such information that is or becomes generally known in any way other than through a Party’s breach of contract or if so follows from legislation.
6.2 In this Agreement, “confidential information” refers to all information – technical, commercial or of any other nature – irrespective of whether the piece of information has been documented or not, with the exception of
(i) information that is generally known or becomes generally known in any way other than through a Party’s breach against the contents of this Agreement;
(ii) information that a Party can show was already known to it before it received it from the other Party;
(iii) information that a Party has received or will receive from a third party without being bound by a duty of confidentiality in relation to the same.
6.3 In the case referred to under Item 6.2 (iii) above, however, a Party does not have the right to disclose to any other party that the same information has also been received from the other Party according to this Agreement.
6.4 The duty of confidentiality applies during the Agreement Period and for a period of two (2) years thereafter.
- Termination of the Agreement
7.1 When the Agreement terminates, the responsibility for management and care of the Client’s accounts reverts to the Client.
7.2 In the event of termination, the Client shall remunerate Ingager the monthly management fee(s) for the remaining duration of the notice period.
- Limitation of liability
8.1 Each Party is liable to compensate the other Party for any damage caused by breach of contract or negligence. Unless otherwise is expressly stated in this Agreement, the compensation liability shall be limited to direct damage and shall not cover indirect damage, such as loss of sales and profit or damage that could not reasonably have been foreseen by the Party causing the damage. Unless intent or gross negligence prevails, a Party’s liability for damage shall be limited to an amount corresponding to the lower of i) the remuneration paid by the Client to Ingager to date (excluding passed-on traffic costs) and ii) EURO one thousand (1.000).
8.2 Ingager is not responsible for those parts of the Client’s information that are made available by means of the Assignment. The Client therefore renounces the right to make a claim against Ingager as a result of, for example, information being in contravention of Swedish law or infringing the rights of another. The Client shall indemnify Ingager against any damage and costs that may arise due to a claim from a third party in relation to such matters for which the Client is responsible according to this Item. The limitation of damages in Item 8.1 is not applicable to the Client’s liability according to this Item.
8.3 Ingager is not in any part liable for damage that may arise as a result of the selected media not functioning as intended. In this context, “media” refers to channels (such as Facebook and Instagram), telecommunications and all other information carriers.
8.4 The Client’s undertakings under this Item 8 continue to apply after the termination of the Agreement.
- Force majeure
9.1 The Parties are released from liability for failure to fulfil a certain obligation under this Agreement, if the failure is caused by circumstances of the kind stated below, and the circumstance prevents, significantly aggravates or delays the fulfilment thereof. Circumstances such as actions or failures by public authorities, new or changed legislation, labour market conflict, blockade, fire, flood or major accident shall be considered grounds for release.
9.2 It is incumbent upon the Party who wishes to claim a ground for release as stated above to inform the other Party in writing without delay about the existence of such a ground, as well as of its ending.
- Amendments and additions
10.1 Ingager shall be entitled to amend or add to these General Terms and Conditions. Such amendment or addition shall be notified to the Client in writing, by letter or email, no later than three (3) months before coming into force. If the Client does not accept an amendment or addition that is detrimental to the Client, the Client shall be entitled, no later than one (1) month after such notice, to give written notice to terminate the Agreement, effective as from the date the amendment would have come into force. If such notice of termination is not given, the Client shall be deemed to have accepted the new terms and conditions.
10.2 Without restriction from what is stated in Item 10.1, Ingager shall be entitled to make amendments and additions that are not detrimental to the Client, or where such detriment is only of minor importance to the Client. Such amendments or additions come into force one (1) month after notice of it has been made generally available on Ingager’s website, www.ingager.com.
- Other terms and conditions
11.1 Transfers: The Client’s rights and/or liabilities under this Agreement may not be transferred to pledged without Ingager’s written approval. Ingager may transfer its rights and liabilities under this Agreement to companies within the same group of companies.
11.2 Complete regulation: The Agreement with its appendices constitutes the Parties’ complete regulation of all issues relating to the Agreement. All written or oral undertakings and promises preceding the Agreement are replaced by the contents of this Agreement with appendices.
11.3 Prohibition against recruitment: The Client undertakes, during the Agreement Period and for 24 months thereafter, not to actively try to employ or otherwise engage (other than through Ingager) any personnel employed by Ingager or another company within the group of companies of which Ingager is a part.
11.4 If the Client breaches the prohibition against recruitment above, and this leads to the Client actually employing or otherwise engaging personnel employed by Ingager, the Client shall be liable each time this happens to pay Ingager a fine corresponding to 24 times the price base amount for social security purposes applicable at the time of the breach of contract, in accordance with the Swedish National Insurance Act (SFS 1962:381). Payment of a fine does not affect Ingager’s right to claim other sanctions as a result of the breach of contract.
- Applicable law and disputes
12.1 This Agreement shall be implemented and interpreted in accordance with Swedish law. Any dispute arising from this Agreement shall be finally determined through arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (“the Institute”).
12.2 The Institute’s Rules for Expedited Arbitration shall apply, unless the Institute, with regard to the difficulty of the case, the value of the disputed object and other circumstances, decides that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall be applied to the proceedings. In the latter case, the Institute shall also decide whether the arbitration panel shall consist of one or three arbitrators. The arbitration proceedings shall be held in Stockholm.