GENERAL TERMS
General Terms and Conditions Green Wall Designs
The provisions set forth below constitute the general terms and conditions applicable when Green Wall Designs AB (“GWD”) receives an order to create and/or deliver certain materials. The party ordering materials from GWD is referred to below as the “Customer”.
GWD and the Customer are hereinafter also referred to as “Party” and jointly as the “Parties.”
1. The Agreement
1.1 Together with the special terms and conditions for the Order (“Special Terms and Conditions”), GWD's offer which the Customer has approved (“Offer”), as well as other appendices, these general terms and conditions constitute the agreement between the Customer and GWD which governs the Customer's order and GWD's performance of the services and/or delivery of the material or products set forth in the Offer (the “Agreement”).
2. The Order
2.1 GWD shall perform services and/or deliver ordered materials/production (“Results”) at the times and in accordance with the technical specifications set forth in the Agreement (“Order”).
2.2 No exclusivity applies to the Agreement which entails that GWD is not prevented from accepting orders from competitors, or from working with competing products/services, during the term of the Agreement.
2.3 GWD is entitled to retain service providers or subcontractors for execution of the Order but is fully liable for their execution of the Order vis-à-vis the Customer.
3. The Customer’s Material
3.1 The Customer shall provide in ample time all necessary and correct information and material for the Order and shall otherwise during the course of the project provide the answers and approvals requested by GWD without delay, all in order for GWD to be able to execute the Order in the best manner possible.
3.2 The Customer is responsible for ensuring that the Content and publication of the Results which have been ordered do not contravene any applicable laws or rules in the territory where the Results will be made public or otherwise used.
3.3 The Customer is responsible for ensuring that the materials which the Customer provides GWD, for example, but not limited to, the Customer's trademarks, text, music, photos, films, and images, which the Customer contributes to the project (“Customer Material”) have been cleared and are not subject to any third-party intellectual property rights.
3.4 The Customer grants GWD the right to use the Customer Material during the term of the Agreement for the execution of the Order. In this context, GWD shall be entitled to edit (for example clip, retouch, and further develop) and produce copies of both original and edited Customer Material.
3.5 Where the Customer so requests and unless otherwise agreed, any material, documentation, or other property of the Customer which the Customer has turned over to GWD for the performance of the Order shall be returned to the Customer not later than the conclusion of the Order.
4. Intellectual property rights
4.1 GWD shall be responsible for ensuring that all material (excluding Customer Material) included in the Results is cleared for the purpose of the Order according to the Special Terms and Conditions and is thereby not subject to any third-party intellectual property rights in a manner which may limit the agreed licensing of rights.
4.2 Notwithstanding the aforementioned, the Customer shall always be entitled, as between the Parties, to obtain permission from and pay compensation to Relevant rights organizations, such as, for example, but not limited to, STIM, must be consulted in order to make the Results available to the general public.
4.3 In exchange for payment of the Compensation to GWD according to section 5, the Customer obtains a right to use the Results in the manner, during the term of use, in the territories, and only in such context and in accordance with the purposes set forth in the Special Terms and Conditions.
4.4 In the event the Customer wishes to expand its right of use to the Results beyond what has been agreed in the Special Terms and Conditions, the Parties shall negotiate in good faith regarding the price and conditions for such use. However, GWD shall be entitled at any time to refuse an expansion of the right of use.
4.5 The Customer shall not be entitled to modify, clip, further develop, or otherwise process the Results without the prior written consent of GWD. The Customer shall also not be entitled to use individual elements of the Results, such as sound, graphics, or other elements. Any post production shall always take place through a new order placed with GWD unless the Parties agree otherwise in writing.
4.6 GWD retains all of its intellectual property rights in the Results, with the exception of Customer Material included therein. GWD shall be entitled to use the Results in its operations and in order to market GWD, but only after the Results have been made public by the Customer in accordance with the purpose of the project and the provisions set forth in the Special Terms and Conditions.
4.7 GWD shall be entitled to use in its operations Customer Material which has been edited or further developed by GWD, and in order to market GWD, unless the Parties otherwise agree in writing.
4.8 GWD shall be entitled to use the Customer's trademark/logo in its marketing of GWD. GWD shall be entitled to grant any service providers involved in the project the same rights.
5. Compensation and payment terms and conditions
5.1 In exchange for GWD's performance of the Order and as compensation for the right of use in the Results, the Customer shall pay compensation to GWD as set forth in the Special Terms and Conditions (“Compensation”). VAT and any taxes or fees are not included in the Compensation.
5.2 The Compensation is based on the conditions, guidelines, and delivery requirements for the Order stated by the Customer and as set forth in this Agreement. Any changes to and/or expansion of the Order may only take place through written agreement between the Parties and is subject to additional compensation according to the Parties' further agreement. GWD shall endeavor to ensure, but does not guarantee, that modifications and expansions can be implemented.
5.3 In the event extra costs arise under the Order which are not attributable to GWD, such as the Customer failing to comply with the agreed timetables or delivering incorrect or unusable material or information, or the Customer requesting changes in material already delivered and previously approved by the Customer, such costs shall be invoiced to the Customer in a supplemental invoice.
5.4 GWD shall invoice the Customer in accordance with the Special Terms and Conditions. Payment shall be made according to the invoice, however not later than 30 days after the invoice date. Penalty interest shall be payable according to the Swedish Interest Act in the event of late payment.
5.5 Unless otherwise separately agreed, GWD shall be entitled to invoice the Customer for all disbursements and costs which arise in conjunction with the execution of the Order, for example, but not limited to, travel costs and material.
6. Delivery and GWD's liability for defects
6.1 GWD shall deliver the Results not later than on the agreed delivery date and in accordance with the technical specifications as agreed between the Parties in the Special Terms and Conditions or technical appendix, unless otherwise agreed in writing according to section 13.3.
6.2 Prior to delivery, the Customer shall review the relevant media (for example proofs, sample print/film) in order to avoid errors and shall then provide its preliminary approval to GWD. The Customer shall be responsible for typographical errors, spelling mistakes, errors in the actual content, and other defects and deviations which the Customer should have discovered in the preliminary review.
6.3 The final version of the Results shall be reviewed and approved in writing by the Customer within seven (7) days from the time at which GWD delivered the final version of the Results. In the event the Customer does not approve delivery of the Results, the Customer must present its objections to GWD in writing within the same time period. If no objection is made within this time period, the Customer shall be deemed to have approved the Results and shall forfeit any right to bring claims based on the defects. The same shall also apply if the Customer makes the Results available to the general public during the time period.
6.4 In the event the Customer, within the prescribed period of time, complains of defects or deviations in the Results for which GWD is responsible according to section
6.6 below, GWD shall, without unreasonable delay and at no extra cost to the Customer, take any and all measures which may reasonably be taken in order to rectify the defects.
6.5 Upon notice of defects, the Customer shall demonstrate how the defect manifests itself and shall otherwise provide GWD with any assistance and availability required in order for GWD to remedy the defects.
6.6 GWD shall only be responsible for defects and deviations where the Results are not in compliance with the Agreement, such as, for example, technical specifications, or subsequent written agreed modifications, and where the deviation is attributable to GWD.
7. Term of Agreement and early termination of the Agreement
7.1 This Agreement applies commencing on the date of signing by both Parties until the Order has been executed and the Results are delivered and approved by the Customer.
7.2 Either Party shall be entitled to terminate the Agreement effective immediately where:
a) The other Party materially breaches its obligations under the Agreement and fails to rectify the breach within ten (10) days after having received written demand for rectification; or
b) The other Party commences corporate reorganization, is placed in bankruptcy or liquidation, or may be assumed for any other reason to be insolvent.
7.3 The Customer shall be entitled at any time to cancel or postpone the Order, and to terminate the Agreement, without stating any reason, upon payment of compensation in accordance with section 8.4 below.
7.4 Section 9 (Confidentiality) shall continue to apply after termination of the Agreement.
8. Liability in damages, etc.
8.1 A Party who breaches the Agreement shall compensate the other Party for any direct loss which arises as a consequence of the breach of contract. However, a Party's liability in damages shall be limited to the amount equivalent to the Compensation.
8.2 The aforementioned limitation of liability shall not apply to a Party's gross negligence.
8.3 In order to give rise to a right to compensation, the Customer's claim for damages must be presented in writing not later than one (1) month after the Customer discovered, or should have discovered, the basis for the claim for compensation.
8.4 In the event the Customer wishes to postpone the Order or terminate the Agreement pursuant to section 7.3, GWD shall be entitled to full compensation for the Order according to the Agreement, as well as compensation for any costs or expansion of the Order pursuant to sections 5.3, 5.4 and 5.5, less any cost savings which GWD reasonably could have made as a consequence of the cancellation or postponement of the Order.
9. Confidentiality etc.
9.1 The Parties shall observe confidentiality regarding the terms of this Agreement and regarding all written and oral information regarding the other Party's business operations which is received by a Party as a consequence of this Agreement and which the other Party reasonably wishes to keep confidential. The Parties undertake not to disclose such information to any third party.
9.2 Information which is in, or enters, the public domain or which has become or will become available to the general public in any manner other than through a breach of this provision is excluded from the aforementioned obligation.
10. Personal data
10.1 The Customer shall ensure that requisite consent is obtained for the processing of any personal data in documentation, materials, or other works which the Customer has requested that GWD hold, store, perform work on, or otherwise process.
11. Force Majeure
11.1 A Party's performance of its obligations under this Agreement which is rendered materially more difficult or which is prevented due to circumstances beyond the Party’s control which the breaching party could not reasonably have been expected to anticipate or take into consideration at the time of the execution of the Agreement, and the consequences of which the breaching Party also could not reasonably have avoided or overcome, shall constitute grounds for release from liability for breach of contract.
11.2 A Party's performance of its obligations under this Agreement which is rendered materially more difficult or prevented due to Covid 19 shall also constitute grounds for release from liability for breach of contract.
11.3 In the event performance of the Agreement is materially prevented for more than three months due to circumstances stated in this section 11, a Party shall be entitled to terminate the Agreement in writing, whereupon GWD shall be entitled to compensation for any internal and extra costs it incurs for the execution of the Order up until the time of termination which GWD could not reasonably have avoided, as well as compensation for work already carried out.
12. Notices
12.1 Notice shall be given in writing by email to an authorized representative of the other Party, or by courier or registered letter to the addresses of the Parties set forth in the preamble or any subsequently changed address. In the execution of an Order, GWD may regard each participating person from the Customer as authorized with regard to all questions related to the Order unless otherwise notified by the Customer in writing.
13. Entire agreement
13.1 The Agreement (including the Offer and other appendices) constitutes the Parties' complete regulation of all questions addressed by the Agreement and replaces any and all oral or written undertakings which preceded the execution of the Agreement.
13.2 In order to be binding, any modifications or supplements to the Agreement must be made in writing and signed by both Parties.
13.3 Changes of a regular and ongoing nature, such as changes in the timetable or minor budget adjustments, may be confirmed by email by the Parties' authorized contact persons.
14. Non-waiver
14.1 A Party's failure to exercise any right or complain of any circumstance shall not constitute any waiver by the Party of such rights.
15. Assignment
15.1 The Customer may not assign the Agreement or rights of use in the Results without the prior written consent of GWD.
16. Applicable law and dispute resolution
16.1 This Agreement shall be governed by Swedish law.
16.2 In the event of any dispute between the Parties, the Parties shall firstly attempt to resolve the dispute through negotiations in good faith, but disputes shall ultimately be resolved by recourse to a court of general jurisdiction with the Stockholm District Court as the court of first instance.
16.3 Notwithstanding the provision set forth in this section 16, GWD shall be entitled to apply for an expedited payment order from the Swedish Enforcement Authority regarding uncontested, overdue claims.
