Terms and Conditions
1. FIELD OF APPLICATION
1.1 These general terms and conditions (the “General Terms and Conditions”) apply when any of the companies in the Fenix Media Group AB Group (which currently include FMG Campaigns AB, FMG Projects AB, Marketme Skandinavien AB, Great Story Video Productions AB, VOW Adventures AB, Framtidsmedia i Skandinavien AB and Fenix Media Group AS) (“FMG”) provide marketing services to customers (“Customer”). FMG and the Customer are designated separately as a Party and jointly as the Parties. Marketing involves, among other things, the sale and distribution of advertising space to customers on various media platforms.
1.2 The General Terms and Conditions, together with the Order Confirmation and any supplementary agreements, constitute the agreement entered into between FMG and the Customer (the “Agreement”).
2. FMG GENERAL OBLIGATIONS
2.1 FMG undertakes to perform the service (s) specified in the Order Confirmation (the “Service”).
2.2 FMG shall perform the Service at the time, time interval or schedule for the performance of the Service specified in the Order Confirmation, or, if this is not stated, as soon as possible.
2.3 FMG may unilaterally change the time, time interval or schedule for parts of or the entire performance of the Service if such change is a consequence of an event beyond FMG’s control or is otherwise necessary for the performance of the Service.
2.4 The event referred to in section 2.3 above includes, but does not exclusively include, a change in the publication date of the company that owns the platform where the publication is to take place and that the event changes in time, place or form.
3. CUSTOMER’S GENERAL OBLIGATIONS
3.1 The Customer shall provide FMG with the material to be covered by the Service (the “Advertising Content”) in accordance with the instructions and in accordance with the schedule provided by FMG.
3.2 The Customer warrants that the Ad Content or the publication of the Ad Content does not restrict, infringe on, or otherwise unlawfully exploit, the intellectual property rights of third parties.
3.3 The customer guarantees that the Advertising Content does not contravene Swedish law, including but not limited to the Criminal Code (1962: 700), the Marketing Act (2008: 486) or the International Chamber of Commerce’s (ICC) rules for advertising and marketing communication.
Payment instructions
3.4 The Customer shall pay compensation for the Service in accordance with what has been agreed between the Parties. If no compensation has been agreed, FMG shall be entitled to reasonable compensation for the performance of the Service.
3.5 Unless otherwise agreed, invoicing for the Service takes place at FMG’s issuance of Order Confirmation.
3.6 Each invoice indicates a due date. In the event of late payment, interest on arrears will be charged at the interest rate that applies in accordance with the Swedish Interest Act from the due date until the payment is received.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 The Customer grants to FMG and to FMG’s partners (collectively the “Licensee”), a non-exclusive, royalty- and compensation-free license (the “License”) to freely use, publish or make publicly available any copyright, or other intellectual property, protected material (the “Material”) covered by the Ad Content.
4.2 The Licensee has the right under the License to change, adapt and modify the Material required for the performance of the Service.
5. FMG WEBSITE
5.1 FMG uses various websites and platforms (“Website”).5.2 The Website may contain links to other websites. The websites linked to are owned and operated by other parties. FMG is not responsible for the accessibility or content of these websites. A link from one of FMG’s Websites is not an indication that FMG represents such third party or its website.
5.3 Unless otherwise agreed, FMG has the ownership of all information and all material available on the Website.
5.4 By sending or uploading information and materials (“Web Materials”) on the Website, the Customer transfers the ownership, including any copyright, of the Web Materials to FMG free of charge. FMG has the right to freely use the Web Material in such manner as FMG wishes.
5.5 FMG reserves the right, in its sole discretion, to terminate or close the Customer’s access to the Website.
6. PERSONAL DATA
6.1 The Parties undertake to inform their employees and other representatives that their personal data may be processed as part of the Agreement and to provide a copy or reference to the other Party’s privacy policy.
6.2 Neither Party has the right to share personal data in any way as part of the performance of the assignment with the other Party without a written agreement on the sharing of personal data between the Parties. If a Party nevertheless shares personal data with the other Party, the Party that shares personal data is solely responsible for any costs and penalty fees that the Parties may be imposed as a result of this.
6.3 In the event that FMG processes personal data in the capacity of personal data assistant on behalf of the Customer, the Parties shall enter into a separate Personal Data Assistant Agreement which specifically regulates the Parties’ respective responsibility for this processing.
6.4 In addition to what is stated in these General Terms and Conditions, FMG’s privacy policy applies.
7. BREACH OF AGREEMENT
7.1 If a breach of the Agreement occurs, the Non-Contracting Party shall notify the Contracting Party thereof, and request that the Contracting Party rectify the breach within thirty (30) days of the notification (if such correction is possible). If the violation is not remedied within this time period, the non-infringing Party has the right – in addition to exercising other rights under the Agreement or applicable law – to terminate the Agreement with immediate effect.
7.2 In the event of a breach of contract, the Customer shall compensate FMG for the damages suffered by FMG.
8. LIMITATION OF LIABILITY
8.1 FMG’s liability towards the Customer is limited to SEK 20,000 unless there is intent or gross negligence. FMG is never responsible for indirect damages suffered by the Customer.
8.2 FMG is not responsible for delays in the Service, errors in the Service or breach of contract as a result of actions that fall outside FMG’s control or modification of the Service referred to in clause 2.3 of this Agreement.
8.3 The Customer shall indemnify FMG from all claims, claims or actions from third parties as a result of the Customer or the Advertising Content violating Swedish law or a provision in the General Terms and Conditions.
9. CONFIDENTIALITY
9.1 The Parties undertake not to disclose to third parties, neither during the term of the Agreement nor thereafter, information obtained from the other Party which is of such a nature that it is to be regarded as that Party’s trade secret or the information is otherwise perceived as confidential which shall be deemed to include the terms of the Agreement but not the existence thereof.
10. CHANGES & TRANSFER
10.1 These General Terms and Conditions may from time to time be changed by FMG. The current version is published on the website https://www.futuremediagroup.se/termsconditions.
10.2 Amendments and additions to the Agreement, in addition to the cases referred to in 2.3 and 10.1, are only binding if they are in writing and signed by both Parties.
10.3 The Customer does not have the right, without FMG’s written consent, to transfer in whole or in part or pledge its rights or obligations under the Agreement to third parties.
10.4 FMG has the right to transfer all or part of its rights or obligations under the Agreement to third parties without the Customer’s approval.
11. APPLICABLE LAW AND DISPUTE RESOLUTION
11.1 Swedish law shall apply to the Agreement with the exception of its choice of law rules.
11.2 All disputes in connection with this Agreement shall be finally settled by arbitration administered by the Stockholm Chamber of Commerce Arbitration Institute (“SCC”), whereby SCC’s Rules for Simplified Arbitration shall apply unless SCC, taking into account the severity of the case, the value of the dispute and other circumstances, decides SCC’s Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall consist of one or three arbitrators. All arbitrators shall be appointed by the SCC. The seat of the arbitration shall be Stockholm. The language of the arbitration shall be Swedish.
11.3 The information in and the information about the arbitration proceedings shall be covered by confidentiality without time limit.
12. OTHER
12.1 Continued validity. If the Agreement expires, Sections 9 and 11 shall continue to be valid for three (3) years after the termination of the Agreement.
12.2 Each Party shall bear all its costs incurred in connection with the preparation for and implementation of the measures covered by the Agreement, including but not limited to fees and costs for its own representatives, agents, brokers, legal and financial advisers and authorities.