OFFICE OF POSSIBILITIES (OP)
ANNEX 1 - GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (the “Terms”) shall apply to all services provided by Office of Possibilities AB (“OP”) to its customers unless explicitly agreed otherwise. No other terms and conditions shall be applied and OP shall not be bound by any contradictory terms suggested or provided by the customer.
1.
In these Terms, the following terms shall have the following meaning:
“Customer” means a customer to which OP provides Services.
“Contract” means a binding agreement between OP and a Customer regarding the provision of Services by OP.
“Cost Estimate” means an estimate of the costs for OP’s Services in relation to a specific context, result and/or assignment.
“Offer” means an offer by OP to perform certain Services for a Customer.
“OP” means Office of Possibilities AB, reg. no. 559144-6389.
“Results” means any tangible or intangible results of OP’s Services, including their intended use, which may or may not include intellectual property.
“Services” means the professional services offered from time to time by OP to its Customers, which may include tailored and holistic design solutions for objects and/or spaces, architecture, art direction, exhibition design, industrial design, brand strategy, graphic design and innovation strategy.
“Terms” means these General Terms and Conditions.
2.
These Terms shall supplement any additional contractual documents in effect between OP and a Customer, including separate Contract(s) or binding Offer(s) or binding Cost Estimate(s). If such contractual documents are in effect between OP and a Customer, they shall take precedence over these Terms and each other in the aforementioned order. In addition, if OP’s code of conduct is included in the contractual documents, all other contractual documents shall take precedence over OP’s code of conduct.
3.
Upon receiving an Offer and/or a Cost Estimate, the Customer shall notify OP in writing whether the Customer accepts them or not. If the Customer accepts the Offer or Cost Estimate, the acceptance shall be binding upon the Customer.
4.
Offers and Cost Estimates shall not be binding upon OP unless otherwise has been explicitly stated in writing. In such Case, the Offer or Cost Estimate shall only be binding upon OP if Customer accepts them as stated under section 3 without undue delay and no later than within the time stipulated in the Offer or Cost Estimate or, if no such time is stipulated, within 14 days.
5.
Offers and Cost Estimates are provided exclusive of VAT, any taxes that may apply as well as costs and/or expenses (including costs for travel, materials and the similar) that OP may occur in connection to the relevant Services.
6.
If not otherwise agreed explicitly in writing, Offers and Cost Estimates are made out in SEK (Swedish Krona). If any other currency is stipulated, OP shall be entitled to make adjustments for fluctuations due to variations in exchange rates against SEK in connection to each invoice.
7.
Any estimated costs, fixed prices or other descriptions of OP’s fees set out in Contracts, Offers or Cost Estimates are based on the scope of Services, any intended Results and the timetable agreed between the parties as well as the information provided by the Customer. OP is at all times entitled to adjust its prices or total fees to the extent changes of (i) scope, timetable, instructions or other aspects of OP’s assignment, (ii) unforeseen events, or (iii) incorrect or incomplete information provided by the Customer that results in increased costs or changed requirements or Results, all in OP’s reasonable opinion.
8.
If the Customer wishes to make changes to the scope or nature of OP’s assignment, the Services or any Results, OP shall be entitled to either make necessary adjustments in the Contract regarding pricing, delivery dates, etc., or to refuse the change.
9.
If OP issues an updated Cost Estimate for the completion an ongoing assignment and the Customer does not object within 14 days, the updated Cost Estimate shall be binding upon the Customer.
10.
The Customer shall pay for OP’s Services in accordance with OP’s invoices. Unless explicitly agreed otherwise, payment shall be made within 30 days of the invoice date.
11.
In the event of late payment by the Customer, OP shall be entitled to withhold its performance, including any Results or intellectual property that are to be transferred, licensed or otherwise attributed to the Customer, under any Contract until OP has received payment in full. In addition, default interest shall be applied in accordance with the Swedish Interest Act (1975:635).
12.
Unless agreed otherwise in a Contract, all Results shall be the sole property of OP and the Customer shall receive an unconditional and exclusive license to use the Results for their agreed intended use. If agreed by the parties, such a license may be transferrable and may include the right to commercialise, reproduce and/or sublicense the Result. If the Customer wishes to use the Result beyond what has been agreed and OP consents to such extended usage, OP shall be entitled to fair compensation for the extension.
13.
OP shall always be entitled to freely use, commercialise, sell, license and reproduce any Results to the extent Customer has not taken the Results into use (as agreed between Customer and OP) within two years from gaining access to the Results, as applicable. For avoidance of doubt, the aforementioned shall also apply if and to the extent that (as per explicit agreement between the parties) Customer shall be the owner of any Results or OP has granted Customer an exclusive license to the Results or OP has otherwise undertaken to abide by any restrictions in relation to the Results.
14.
Except as permitted in these Terms or otherwise agreed explicitly between the parties, the Customer may not use OP’s intellectual property, Offers, Cost Estimates, Results, Contracts or any information contained therein except for the negotiation or fulfilment of a Contract and in accordance with any license granted to the Customer by OP.
15.
OP shall not be liable for any infringement in a third party’s rights, including intellectual property, caused by the Results or the Customer’s use thereof or OP’s Services, except to the extent such infringement was caused by OP’s gross negligence and was not directly or indirectly caused by OP’s compliance with Customer’s instructions or requests.
16.
Customer shall hold OP harmless for any damages (including product liability, liability with regards to personal data and liability towards consumers) that OP may occur as a result of receiving or handling information or intellectual property provided by the Customer and/or for OP’s compliance with Customer’s instructions.
17.
Customer warrants that the Contract, the performance of the Services and the Customer’s intended use of any Results are in accordance with applicable law and will not cause an infringement in any third party’s rights. Customer further warrants that no request or instruction by the Customer will cause OP to be noncompliant with any applicable law or infringe on any third party’s rights.
18.
With exception only for gross negligence or wilful misconduct, OP shall have no liability whatsoever for indirect or consequential damages and OP’s total liability under any Contract or individual assignment shall at all times be limited to OP’s total fees under such Contract or assignment.
19.
The Customer shall at all times maintain suitable insurance for its business and shall not be entitled to make claims against OP for damages covered by such insurance.
20.
The Customer shall proactively make all reasonable efforts to ensure that OP can perform the Services and deliver the Results as agreed and without unnecessary costs. This includes to timely providing all suitable information, instructions, decisions and resources that OP may need or request from time to time. OP’s performance of the Services and delivery of any result is conditioned upon the Customer’s fulfilment of its obligations in this regard and Customer’s failure may result in changes of the scope or Services, the timetable for an assignment and/or the Results as well as adjusted fees in accordance with section 7.
21.
The Customer undertakes not to disclose or reveal any information (regardless of whether it is in oral, written, electronic or other form), without OP’s prior written consent, regarding OP’s business which may be considered a trade or professional secret, or otherwise use such information for any purpose other than for the Customer’s performance of its obligations towards OP or in accordance with a license granted by OP. Information that OP has declared to be confidential shall at all times be considered a trade or professional secret. This confidentiality undertaking shall not apply to information the Customer can prove it learned of or developed in a manner other than through the parties’ cooperation or which is public knowledge. Nor does this confidentiality undertaking apply when the Customer is required to disclose information in accordance with any law, enactment, stock market regulation or decision by governmental authorities.
22.
For avoidance of doubt, OP’s intellectual property as well as the contents of any Offer, Cost Estimate, Contract or these Terms shall always be considered trade or professional secret as set under section 21. Upon OP’s request, the Customer shall forward to OP or destroy any copies of OP’s trade or professional secrets, or any documents containing them.
23.
Any Contract between the parties shall continue in force until OP has delivered the Services in full as agreed or until terminated by either party with two months’ notice. For the avoidance of doubt, regardless of any termination Customer shall always be obligated to pay in full for the Services performed by OP and any Results generated up and until the date of termination.
24.
OP shall be entitled to terminate any Contract with immediate effect or with effect from the date specified by OP where:
(i) the Customer has committed a material breach of these Terms or a Contract;
(ii) the Customer has committed a breach of these Terms or a Contract and, if the breach of contract can be cured, fails to cure such breach within 30 days of a written demand (containing a description of the breach of contract and reference to this clause); or
(iii) the Customer is declared bankrupt, commences company reorganisation, commences composition with its creditors, or can otherwise be deemed insolvent.
The following circumstances, which do not constitute an exhaustive list but are instead illustrative, shall always be deemed to constitute a material breach of contract: refusal without cause to pay fees owed to OP, disclosure of OP’s trade secrets except as permitted herein, misuse of Results or infringement in OP’s intellectual property.
25.
A party shall be discharged from liability for a failure to perform an obligation (except payment of OP’s compensation) under these Terms or a Contract due to a circumstance beyond the party’s control. Circumstances giving rise to such discharge are war or warlike acts, pandemic, restrictions by public authorities, fire, strike, blockade, prohibition, defects or other similar events, provided that the affected party immediately gives notice to the other party of such event (“Force Majeure Event”). For the avoidance of doubt, industrial disputes, such as strike and blockade, directly related to a party shall not be deemed as a Force Majeure Event for that party.
26.
If performance of significant parts of a Contract or agreed Services is prevented for more than six months due to a Force Majeure Event, the other party shall be entitled to terminate the Contract with immediate effect. Neither party shall have any liability to the other party as a consequence of termination of the Contract due to a Force Majeure Event.
27.
These Terms and any Contract, Offer and/or Cost Estimate shall be governed by the substantive law of Sweden.
28.
Any dispute, controversy or claim arising out of or in connection with these Terms or a Contract, Offer or Cost Estimate, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Gothenburg. The language to be used in the arbitral proceedings shall be Swedish.
29.
The Parties undertake, without any limitations in time, not to disclose the existence and content of an award arising out of or in connection with this Contract, nor to disclose information about negotiations, arbitrational proceedings or mediation arising out of or in connection with these Terms. The aforementioned shall apply unless otherwise is provided by law, other regulations, decisions by an authority, stock exchange rules or good practices in the stock market or if it is necessary for the execution of an award.
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ANNEX 1 - GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (the “Terms”) shall apply to all services provided by Office of Possibilities AB (“OP”) to its customers unless explicitly agreed otherwise. No other terms and conditions shall be applied and OP shall not be bound by any contradictory terms suggested or provided by the customer.
1.
In these Terms, the following terms shall have the following meaning:
“Customer” means a customer to which OP provides Services.
“Contract” means a binding agreement between OP and a Customer regarding the provision of Services by OP.
“Cost Estimate” means an estimate of the costs for OP’s Services in relation to a specific context, result and/or assignment.
“Offer” means an offer by OP to perform certain Services for a Customer.
“OP” means Office of Possibilities AB, reg. no. 559144-6389.
“Results” means any tangible or intangible results of OP’s Services, including their intended use, which may or may not include intellectual property.
“Services” means the professional services offered from time to time by OP to its Customers, which may include tailored and holistic design solutions for objects and/or spaces, architecture, art direction, exhibition design, industrial design, brand strategy, graphic design and innovation strategy.
“Terms” means these General Terms and Conditions.
2.
These Terms shall supplement any additional contractual documents in effect between OP and a Customer, including separate Contract(s) or binding Offer(s) or binding Cost Estimate(s). If such contractual documents are in effect between OP and a Customer, they shall take precedence over these Terms and each other in the aforementioned order. In addition, if OP’s code of conduct is included in the
contractual documents, all other contractual documents shall take precedence over OP’s code of conduct.
3.
Upon receiving an Offer and/or a Cost Estimate, the Customer shall notify OP in writing whether the Customer accepts them or not. If the Customer accepts the Offer or Cost Estimate, the acceptance shall be binding upon the Customer.
4.
Offers and Cost Estimates shall not be binding upon OP unless otherwise has been explicitly stated in writing. In such Case, the Offer or Cost Estimate shall only be binding upon OP if Customer accepts them as stated under section 3 without undue delay and no later than within the time stipulated in the Offer or Cost Estimate or, if no such time is stipulated, within 14 days.
5.
Offers and Cost Estimates are provided exclusive of VAT, any taxes that may apply as well as costs and/or expenses (including costs for travel, materials and the similar) that OP may occur in connection to the relevant Services.
6.
If not otherwise agreed explicitly in writing, Offers and Cost Estimates are made out in SEK (Swedish Krona). If any other currency is stipulated, OP shall be entitled to make adjustments for fluctuations due to variations in exchange rates against SEK in connection to each invoice
7.
Any estimated costs, fixed prices or other descriptions of OP’s fees set out in Contracts, Offers or Cost Estimates are based on the scope of Services, any intended Results and the timetable agreed between the parties as well as the information provided by the Customer. OP is at all times entitled to adjust its prices or total fees to the extent changes of (i) scope, timetable, instructions or other aspects of OP’s assignment, (ii) unforeseen events, or (iii) incorrect or incomplete information provided by the Customer that results in increased costs or changed requirements or Results, all in OP’s reasonable opinion.
8.
If the Customer wishes to make changes to the scope or nature of OP’s assignment, the Services or any Results, OP shall be entitled to either make necessary adjustments in the Contract regarding pricing, delivery dates, etc., or to refuse the change.
9.
If OP issues an updated Cost Estimate for the completion an ongoing assignment and the Customer does not object within 14 days, the updated Cost Estimate shall be binding upon the Customer.
10.
The Customer shall pay for OP’s Services in accordance with OP’s invoices. Unless explicitly agreed otherwise, payment shall be made within 30 days of the invoice date.
11.
In the event of late payment by the Customer, OP shall be entitled to withhold its performance, including any Results or intellectual property that are to be transferred, licensed or otherwise attributed to the Customer, under any Contract until OP has received payment in full. In addition, default interest shall be applied in accordance with the Swedish Interest Act (1975:635).
12.
Unless agreed otherwise in a Contract, all Results shall be the sole property of OP and the Customer shall receive an unconditional and exclusive license to use the Results for their agreed intended use. If agreed by the parties, such a license may be transferrable and may include the right to commercialise, reproduce and/or sublicense the Result. If the Customer wishes to use the Result beyond what has been agreed and OP consents to such extended usage, OP shall be entitled to fair compensation for the extension.
13.
OP shall always be entitled to freely use, commercialise, sell, license and reproduce any Results to the extent Customer has not taken the Results into use (as agreed between Customer and OP) within two years from gaining access to the Results, as applicable. For avoidance of doubt, the aforementioned shall also apply if and to the extent that (as per explicit agreement between the parties) Customer shall be the owner of any Results or OP has granted Customer an exclusive license to the Results or OP has otherwise undertaken to abide by any restrictions in relation to the Results.
14.
Except as permitted in these Terms or otherwise agreed explicitly between the parties, the Customer may not use OP’s intellectual property, Offers, Cost Estimates, Results, Contracts or any information contained therein except for the negotiation or fulfilment of a Contract and in accordance with any license granted to the Customer by OP.
15.
OP shall not be liable for any infringement in a third party’s rights, including intellectual property, caused by the Results or the Customer’s use thereof or OP’s Services, except to the extent such infringement was caused by OP’s gross negligence and was not directly or indirectly caused by OP’s compliance with Customer’s instructions or requests.
16.
Customer shall hold OP harmless for any damages (including product liability, liability with regards to personal data and liability towards consumers) that OP may occur as a result of receiving or handling information or intellectual property provided by the Customer and/or for OP’s compliance with Customer’s instructions.
17.
Customer warrants that the Contract, the performance of the Services and the Customer’s intended use of any Results are in accordance with applicable law and will not cause an infringement in any third party’s rights. Customer further warrants that no request or instruction by the Customer will cause OP to be noncompliant with any applicable law or infringe on any third party’s rights.
18.
With exception only for gross negligence or wilful misconduct, OP shall have no liability whatsoever for indirect or consequential damages and OP’s total liability under any Contract or individual assignment shall at all times be limited to OP’s total fees under such Contract or assignment.
19.
The Customer shall at all times maintain suitable insurance for its business and shall not be entitled to make claims against OP for damages covered by such insurance.
20.
The Customer shall proactively make all reasonable efforts to ensure that OP can perform the Services and deliver the Results as agreed and without unnecessary costs. This includes to timely providing all suitable information, instructions, decisions and resources that OP may need or request from time to time. OP’s performance of the Services and delivery of any result is conditioned upon the Customer’s fulfilment of its obligations in this regard and Customer’s failure may result in changes of the scope or Services, the timetable for an assignment and/or the Results as well as adjusted fees in accordance with section 7.
21.
The Customer undertakes not to disclose or reveal any information (regardless of whether it is in oral, written, electronic or other form), without OP’s prior written consent, regarding OP’s business which may be considered a trade or professional secret, or otherwise use such information for any purpose other than for the Customer’s performance of its obligations towards OP or in accordance with a license granted by OP. Information that OP has declared to be confidential shall at all times be considered a trade or professional
secret. This confidentiality undertaking shall not apply to information the Customer can prove it learned of or developed in a manner other than through the parties’ cooperation or which is public knowledge. Nor does this confidentiality undertaking apply when the Customer is required to disclose information in accordance with any law, enactment, stock market regulation or decision by governmental authorities.
22.
For avoidance of doubt, OP’s intellectual property as well as the contents of any Offer, Cost Estimate, Contract or these Terms shall always be considered trade or professional secret as set under section 21. Upon OP’s request, the Customer shall forward to OP or destroy any copies of OP’s trade or professional secrets, or any documents containing them.
23.
Any Contract between the parties shall continue in force until OP has delivered the Services in full as agreed or until terminated by either party with two months’ notice. For the avoidance of doubt, regardless of any termination Customer shall always be obligated to pay in full for the Services performed by OP and any Results generated up and until the date of termination.
24.
OP shall be entitled to terminate any Contract with immediate effect or with effect from the date specified by OP where:
(i) the Customer has committed a material breach of these Terms or a Contract;
(ii) the Customer has committed a breach of these Terms or a Contract and, if the breach of contract can be cured, fails to cure such breach within 30 days of a written demand (containing a description of the breach of contract and reference to this clause); or
(iii) the Customer is declared bankrupt, commences company reorganisation, commences composition with its creditors, or can otherwise be deemed insolvent. The following circumstances, which do not constitute an exhaustive list but are instead illustrative, shall always be deemed to constitute a material breach of contract: refusal without cause to pay fees owed to OP, disclosure of OP’s trade secrets except as permitted herein, misuse of Results or infringement in OP’s intellectual property.
25.
A party shall be discharged from liability for a failure to perform an obligation (except payment of OP’s compensation) under these Terms or a Contract due to a circumstance beyond the party’s control. Circumstances giving rise to such discharge are war or warlike acts, pandemic, restrictions by public authorities, fire, strike, blockade, prohibition, defects or other similar events, provided that the affected party immediately gives notice to the other party of such event (“Force Majeure Event”). For the avoidance of doubt, industrial disputes, such as strike and blockade, directly related to a party shall not be deemed as a Force Majeure Event for that party.
26.
If performance of significant parts of a Contract or agreed Services is prevented for more than six months due to a Force Majeure Event, the other party shall be entitled to terminate the Contract with immediate effect. Neither party shall have any liability to the other party as a consequence of termination of the Contract due to a Force Majeure Event.
27.
These Terms and any Contract, Offer and/or Cost Estimate shall be governed by the substantive law of Sweden.
28.
Any dispute, controversy or claim arising out of or in connection with these Terms or a Contract, Offer or Cost Estimate, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Gothenburg. The language to be used in the arbitral proceedings shall be Swedish.
29.
The Parties undertake, without any limitations in time, not to disclose the existence and content of an award arising out of or in connection with this Contract, nor to disclose information about negotiations, arbitrational proceedings or mediation arising out of or in connection with these Terms. The aforementioned shall apply unless otherwise is provided by law, other regulations, decisions by an authority, stock exchange rules or good practices in the stock market or if it is necessary for the execution of an award.
ANNEX 1 - GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (the “Terms”) shall apply to all services provided by Office of Possibilities AB (“OP”) to its customers unless explicitly agreed otherwise. No other terms and conditions shall be applied and OP shall not be bound by any contradictory terms suggested or provided by the customer.
1.
In these Terms, the following terms shall have the following meaning:
“Customer” means a customer to which OP provides Services.
“Contract” means a binding agreement between OP and a Customer regarding the provision of Services by OP.
“Cost Estimate” means an estimate of the costs for OP’s Services in relation to a specific context, result and/or assignment.
“Offer” means an offer by OP to perform certain Services for a Customer.
“OP” means Office of Possibilities AB, reg. no. 559144-6389.
“Results” means any tangible or intangible results of OP’s Services, including their intended use, which may or may not include intellectual property.
“Services” means the professional services offered from time to time by OP to its Customers, which may include tailored and holistic design solutions for objects and/or spaces, architecture, art direction, exhibition design, industrial design, brand strategy, graphic design and innovation strategy.
“Terms” means these General Terms and Conditions.
2.
These Terms shall supplement any additional contractual documents in effect between OP and a Customer, including separate Contract(s) or binding Offer(s) or binding Cost Estimate(s). If such contractual documents are in effect between OP and a Customer, they shall take precedence over these Terms and each other in the aforementioned order. In addition, if OP’s code of conduct is included in the contractual documents, all other contractual documents shall take precedence over OP’s code of conduct.
3.
Upon receiving an Offer and/or a Cost Estimate, the Customer shall notify OP in writing whether the Customer accepts them or not. If the Customer accepts the Offer or Cost Estimate, the acceptance shall be binding upon the Customer.
4.
Offers and Cost Estimates shall not be binding upon OP unless otherwise has been explicitly stated in writing. In such Case, the Offer or Cost Estimate shall only be binding upon OP if Customer accepts them as stated under section 3 without undue delay and no later than within the time stipulated in the Offer or Cost Estimate or, if no such time is stipulated, within 14 days.
5.
Offers and Cost Estimates are provided exclusive of VAT, any taxes that may apply as well as costs and/or expenses (including costs for travel, materials and the similar) that OP may occur in connection to the relevant Services.
6.
If not otherwise agreed explicitly in writing, Offers and Cost Estimates are made out in SEK (Swedish Krona). If any other currency is stipulated, OP shall be entitled to make adjustments for fluctuations due to variations in exchange rates against SEK in connection to each invoice.
7.
Any estimated costs, fixed prices or other descriptions of OP’s fees set out in Contracts, Offers or Cost Estimates are based on the scope of Services, any intended Results and the timetable agreed between the parties as well as the information provided by the Customer. OP is at all times entitled to adjust its prices or total fees to the extent changes of (i) scope, timetable, instructions or other aspects of OP’s assignment, (ii) unforeseen events, or (iii) incorrect or incomplete information provided by the Customer that results in increased costs or changed requirements or Results, all in OP’s reasonable opinion.
8.
If the Customer wishes to make changes to the scope or nature of OP’s assignment, the Services or any Results, OP shall be entitled to either make necessary adjustments in the Contract regarding pricing, delivery dates, etc., or to refuse the change.
9.
If OP issues an updated Cost Estimate for the completion an ongoing assignment and the Customer does not object within 14 days, the updated Cost Estimate shall be binding upon the Customer.
10.
The Customer shall pay for OP’s Services in accordance with OP’s invoices. Unless explicitly agreed otherwise, payment shall be made within 30 days of the invoice date.
11.
In the event of late payment by the Customer, OP shall be entitled to withhold its performance, including any Results or intellectual property that are to be transferred, licensed or otherwise attributed to the Customer, under any Contract until OP has received payment in full. In addition, default interest shall be applied in accordance with the Swedish Interest Act (1975:635).
12.
Unless agreed otherwise in a Contract, all Results shall be the sole property of OP and the Customer shall receive an unconditional and exclusive license to use the Results for their agreed intended use. If agreed by the parties, such a license may be transferrable and may include the right to commercialise, reproduce and/or sublicense the Result. If the Customer wishes to use the Result beyond what has been agreed and OP consents to such extended usage, OP shall be entitled to fair compensation for the extension.
13.
OP shall always be entitled to freely use, commercialise, sell, license and reproduce any Results to the extent Customer has not taken the Results into use (as agreed between Customer and OP) within two years from gaining access to the Results, as applicable. For avoidance of doubt, the aforementioned shall also apply if and to the extent that (as per explicit agreement between the parties) Customer shall be the owner of any Results or OP has granted Customer an exclusive license to the Results or OP has otherwise undertaken to abide by any restrictions in relation to the Results.
14.
Except as permitted in these Terms or otherwise agreed explicitly between the parties, the Customer may not use OP’s intellectual property, Offers, Cost Estimates, Results, Contracts or any information contained therein except for the negotiation or fulfilment of a Contract and in accordance with any license granted to the Customer by OP.
15.
OP shall not be liable for any infringement in a third party’s rights, including intellectual property, caused by the Results or the Customer’s use thereof or OP’s Services, except to the extent such infringement was caused by OP’s gross negligence and was not directly or indirectly caused by OP’s compliance with Customer’s instructions or requests.
16.
Customer shall hold OP harmless for any damages (including product liability, liability with regards to personal data and liability towards consumers) that OP may occur as a result of receiving or handling information or intellectual property provided by the Customer and/or for OP’s compliance with Customer’s instructions.
17.
Customer warrants that the Contract, the performance of the Services and the Customer’s intended use of any Results are in accordance with applicable law and will not cause an infringement in any third party’s rights. Customer further warrants that no request or instruction by the Customer will cause OP to be noncompliant with any applicable law or infringe on any third party’s rights.
18.
With exception only for gross negligence or wilful misconduct, OP shall have no liability whatsoever for indirect or consequential damages and OP’s total liability under any Contract or individual assignment shall at all times be limited to OP’s total fees under such Contract or assignment.
19.
The Customer shall at all times maintain suitable insurance for its business and shall not be entitled to make claims against OP for damages covered by such insurance.
20.
The Customer shall proactively make all reasonable efforts to ensure that OP can perform the Services and deliver the Results as agreed and without unnecessary costs. This includes to timely providing all suitable information, instructions, decisions and resources that OP may need or request from time to time. OP’s performance of the Services and delivery of any result is conditioned upon the Customer’s fulfilment of its obligations in this regard and Customer’s failure may result in changes of the scope or Services, the timetable for an assignment and/or the Results as well as adjusted fees in accordance with section 7.
21.
The Customer undertakes not to disclose or reveal any information (regardless of whether it is in oral, written, electronic or other form), without OP’s prior written consent, regarding OP’s business which may be considered a trade or professional secret, or otherwise use such information for any purpose other than for the Customer’s performance of its obligations towards OP or in accordance with a license granted by OP. Information that OP has declared to be confidential shall at all times be considered a trade or professional secret. This confidentiality undertaking shall not apply to information the Customer can prove it learned of or developed in a manner other than through the parties’ cooperation or which is public knowledge. Nor does this confidentiality undertaking apply when the Customer is required to disclose information in accordance with any law, enactment, stock market regulation or decision by governmental authorities.
22.
For avoidance of doubt, OP’s intellectual property as well as the contents of any Offer, Cost Estimate, Contract or these Terms shall always be considered trade or professional secret as set under section 21. Upon OP’s request, the Customer shall forward to OP or destroy any copies of OP’s trade or professional secrets, or any documents containing them.
23.
Any Contract between the parties shall continue in force until OP has delivered the Services in full as agreed or until terminated by either party with two months’ notice. For the avoidance of doubt, regardless of any termination Customer shall always be obligated to pay in full for the Services performed by OP and any Results generated up and until the date of termination.
24.
OP shall be entitled to terminate any Contract with immediate effect or with effect from the date specified by OP where:
(i) the Customer has committed a material breach of these Terms or a Contract;
(ii) the Customer has committed a breach of these Terms or a Contract and, if the breach of contract can be cured, fails to cure such breach within 30 days of a written demand (containing a description of the breach of contract and reference to this clause); or
(iii) the Customer is declared bankrupt, commences company reorganisation, commences composition with its creditors, or can otherwise be deemed insolvent.
The following circumstances, which do not constitute an exhaustive list but are instead illustrative, shall always be deemed to constitute a material breach of contract: refusal without cause to pay fees owed to OP, disclosure of OP’s trade secrets except as permitted herein, misuse of Results or infringement in OP’s intellectual property.
25.
A party shall be discharged from liability for a failure to perform an obligation (except payment of OP’s compensation) under these Terms or a Contract due to a circumstance beyond the party’s control. Circumstances giving rise to such discharge are war or warlike acts, pandemic, restrictions by public authorities, fire, strike, blockade, prohibition, defects or other similar events, provided that the affected party immediately gives notice to the other party of such event (“Force Majeure Event”). For the avoidance of doubt, industrial disputes, such as strike and blockade, directly related to a party shall not be deemed as a Force Majeure Event for that party.
26.
If performance of significant parts of a Contract or agreed Services is prevented for more than six months due to a Force Majeure Event, the other party shall be entitled to terminate the Contract with immediate effect. Neither party shall have any liability to the other party as a consequence of termination of the Contract due to a Force Majeure Event.
27.
These Terms and any Contract, Offer and/or Cost Estimate shall be governed by the substantive law of Sweden.
28.
Any dispute, controversy or claim arising out of or in connection with these Terms or a Contract, Offer or Cost Estimate, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Gothenburg. The language to be used in the arbitral proceedings shall be Swedish.
29.
The Parties undertake, without any limitations in time, not to disclose the existence and content of an award arising out of or in connection with this Contract, nor to disclose information about negotiations, arbitrational proceedings or mediation arising out of or in connection with these Terms. The aforementioned shall apply unless otherwise is provided by law, other regulations, decisions by an authority, stock exchange rules or good practices in the stock market or if it is necessary for the execution of an award.
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ANNEX 1 - GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (the “Terms”) shall apply to all services provided by Office of Possibilities AB (“OP”) to its customers unless explicitly agreed otherwise. No other terms and conditions shall be applied and OP shall not be bound by any contradictory terms suggested or provided by the customer.
1.
In these Terms, the following terms shall have the following meaning:
“Customer” means a customer to which OP provides Services.
“Contract” means a binding agreement between OP and a Customer regarding the provision of Services by OP.
“Cost Estimate” means an estimate of the costs for OP’s Services in relation to a specific context, result and/or assignment.
“Offer” means an offer by OP to perform certain Services for a Customer.
“OP” means Office of Possibilities AB, reg. no. 559144-6389.
“Results” means any tangible or intangible results of OP’s Services, including their intended use, which may or may not include intellectual property.
“Services” means the professional services offered from time to time by OP to its Customers, which may include tailored and holistic design solutions for objects and/or spaces, architecture, art direction, exhibition design, industrial design, brand strategy, graphic design and innovation strategy.
“Terms” means these General Terms and Conditions.
2.
These Terms shall supplement any additional contractual documents in effect between OP and a Customer, including separate Contract(s) or binding Offer(s) or binding Cost Estimate(s). If such contractual documents are in effect between OP and a Customer, they shall take precedence over these Terms and each other in the aforementioned order. In addition, if OP’s code of conduct is included in the
contractual documents, all other contractual documents shall take precedence over OP’s code of conduct.
3.
Upon receiving an Offer and/or a Cost Estimate, the Customer shall notify OP in writing whether the Customer accepts them or not. If the Customer accepts the Offer or Cost Estimate, the acceptance shall be binding upon the Customer.
4.
Offers and Cost Estimates shall not be binding upon OP unless otherwise has been explicitly stated in writing. In such Case, the Offer or Cost Estimate shall only be binding upon OP if Customer accepts them as stated under section 3 without undue delay and no later than within the time stipulated in the Offer or Cost Estimate or, if no such time is stipulated, within 14 days.
5.
Offers and Cost Estimates are provided exclusive of VAT, any taxes that may apply as well as costs and/or expenses (including costs for travel, materials and the similar) that OP may occur in connection to the relevant Services.
6.
If not otherwise agreed explicitly in writing, Offers and Cost Estimates are made out in SEK (Swedish Krona). If any other currency is stipulated, OP shall be entitled to make adjustments for fluctuations due to variations in exchange rates against SEK in connection to each invoice
7.
Any estimated costs, fixed prices or other descriptions of OP’s fees set out in Contracts, Offers or Cost Estimates are based on the scope of Services, any intended Results and the timetable agreed between the parties as well as the information provided by the Customer. OP is at all times entitled to adjust its prices or total fees to the extent changes of (i) scope, timetable, instructions or other aspects of OP’s assignment, (ii) unforeseen events, or (iii) incorrect or incomplete information provided by the Customer that results in increased costs or changed requirements or Results, all in OP’s reasonable opinion.
8.
If the Customer wishes to make changes to the scope or nature of OP’s assignment, the Services or any Results, OP shall be entitled to either make necessary adjustments in the Contract regarding pricing, delivery dates, etc., or to refuse the change.
9.
If OP issues an updated Cost Estimate for the completion an ongoing assignment and the Customer does not object within 14 days, the updated Cost Estimate shall be binding upon the Customer.
10.
The Customer shall pay for OP’s Services in accordance with OP’s invoices. Unless explicitly agreed otherwise, payment shall be made within 30 days of the invoice date.
11.
In the event of late payment by the Customer, OP shall be entitled to withhold its performance, including any Results or intellectual property that are to be transferred, licensed or otherwise attributed to the Customer, under any Contract until OP has received payment in full. In addition, default interest shall be applied in accordance with the Swedish Interest Act (1975:635).
12.
Unless agreed otherwise in a Contract, all Results shall be the sole property of OP and the Customer shall receive an unconditional and exclusive license to use the Results for their agreed intended use. If agreed by the parties, such a license may be transferrable and may include the right to commercialise, reproduce and/or sublicense the Result. If the Customer wishes to use the Result beyond what has been agreed and OP consents to such extended usage, OP shall be entitled to fair compensation for the extension.
13.
OP shall always be entitled to freely use, commercialise, sell, license and reproduce any Results to the extent Customer has not taken the Results into use (as agreed between Customer and OP) within two years from gaining access to the Results, as applicable. For avoidance of doubt, the aforementioned shall also apply if and to the extent that (as per explicit agreement between the parties) Customer shall be the owner of any Results or OP has granted Customer an exclusive license to the Results or OP has otherwise undertaken to abide by any restrictions in relation to the Results.
14.
Except as permitted in these Terms or otherwise agreed explicitly between the parties, the Customer may not use OP’s intellectual property, Offers, Cost Estimates, Results, Contracts or any information contained therein except for the negotiation or fulfilment of a Contract and in accordance with any license granted to the Customer by OP.
15.
OP shall not be liable for any infringement in a third party’s rights, including intellectual property, caused by the Results or the Customer’s use thereof or OP’s Services, except to the extent such infringement was caused by OP’s gross negligence and was not directly or indirectly caused by OP’s compliance with Customer’s instructions or requests.
16.
Customer shall hold OP harmless for any damages (including product liability, liability with regards to personal data and liability towards consumers) that OP may occur as a result of receiving or handling information or intellectual property provided by the Customer and/or for OP’s compliance with Customer’s instructions.
17.
Customer warrants that the Contract, the performance of the Services and the Customer’s intended use of any Results are in accordance with applicable law and will not cause an infringement in any third party’s rights. Customer further warrants that no request or instruction by the Customer will cause OP to be noncompliant with any applicable law or infringe on any third party’s rights.
18.
With exception only for gross negligence or wilful misconduct, OP shall have no liability whatsoever for indirect or consequential damages and OP’s total liability under any Contract or individual assignment shall at all times be limited to OP’s total fees under such Contract or assignment.
19.
The Customer shall at all times maintain suitable insurance for its business and shall not be entitled to make claims against OP for damages covered by such insurance.
20.
The Customer shall proactively make all reasonable efforts to ensure that OP can perform the Services and deliver the Results as agreed and without unnecessary costs. This includes to timely providing all suitable information, instructions, decisions and resources that OP may need or request from time to time. OP’s performance of the Services and delivery of any result is conditioned upon the Customer’s fulfilment of its obligations in this regard and Customer’s failure may result in changes of the scope or Services, the timetable for an assignment and/or the Results as well as adjusted fees in accordance with section 7.
21.
The Customer undertakes not to disclose or reveal any information (regardless of whether it is in oral, written, electronic or other form), without OP’s prior written consent, regarding OP’s business which may be considered a trade or professional secret, or otherwise use such information for any purpose other than for the Customer’s performance of its obligations towards OP or in accordance with a license granted by OP. Information that OP has declared to be confidential shall at all times be considered a trade or professional
secret. This confidentiality undertaking shall not apply to information the Customer can prove it learned of or developed in a manner other than through the parties’ cooperation or which is public knowledge. Nor does this confidentiality undertaking apply when the Customer is required to disclose information in accordance with any law, enactment, stock market regulation or decision by governmental authorities.
22.
For avoidance of doubt, OP’s intellectual property as well as the contents of any Offer, Cost Estimate, Contract or these Terms shall always be considered trade or professional secret as set under section 21. Upon OP’s request, the Customer shall forward to OP or destroy any copies of OP’s trade or professional secrets, or any documents containing them.
23.
Any Contract between the parties shall continue in force until OP has delivered the Services in full as agreed or until terminated by either party with two months’ notice. For the avoidance of doubt, regardless of any termination Customer shall always be obligated to pay in full for the Services performed by OP and any Results generated up and until the date of termination.
24.
OP shall be entitled to terminate any Contract with immediate effect or with effect from the date specified by OP where:
(i) the Customer has committed a material breach of these Terms or a Contract;
(ii) the Customer has committed a breach of these Terms or a Contract and, if the breach of contract can be cured, fails to cure such breach within 30 days of a written demand (containing a description of the breach of contract and reference to this clause); or
(iii) the Customer is declared bankrupt, commences company reorganisation, commences composition with its creditors, or can otherwise be deemed insolvent. The following circumstances, which do not constitute an exhaustive list but are instead illustrative, shall always be deemed to constitute a material breach of contract: refusal without cause to pay fees owed to OP, disclosure of OP’s trade secrets except as permitted herein, misuse of Results or infringement in OP’s intellectual property.
25.
A party shall be discharged from liability for a failure to perform an obligation (except payment of OP’s compensation) under these Terms or a Contract due to a circumstance beyond the party’s control. Circumstances giving rise to such discharge are war or warlike acts, pandemic, restrictions by public authorities, fire, strike, blockade, prohibition, defects or other similar events, provided that the affected party immediately gives notice to the other party of such event (“Force Majeure Event”). For the avoidance of doubt, industrial disputes, such as strike and blockade, directly related to a party shall not be deemed as a Force Majeure Event for that party.
26.
If performance of significant parts of a Contract or agreed Services is prevented for more than six months due to a Force Majeure Event, the other party shall be entitled to terminate the Contract with immediate effect. Neither party shall have any liability to the other party as a consequence of termination of the Contract due to a Force Majeure Event.
27.
These Terms and any Contract, Offer and/or Cost Estimate shall be governed by the substantive law of Sweden.
28.
Any dispute, controversy or claim arising out of or in connection with these Terms or a Contract, Offer or Cost Estimate, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Gothenburg. The language to be used in the arbitral proceedings shall be Swedish.
29.
The Parties undertake, without any limitations in time, not to disclose the existence and content of an award arising out of or in connection with this Contract, nor to disclose information about negotiations, arbitrational proceedings or mediation arising out of or in connection with these Terms. The aforementioned shall apply unless otherwise is provided by law, other regulations, decisions by an authority, stock exchange rules or good practices in the stock market or if it is necessary for the execution of an award.