1. Introduction

    1. This Agreement is entered into on the Effective Date by and between Keeparo AB (formerly KSMG Media Group AB), reg.no 556813-4059, Grev Turegatan 11A, 114 46 Stockholm, Sweden (“Keeparo”) and the customer identified on the Order (“Customer”); each a “Party” and together the “Parties”.

  2. Agreement structure

    1. This Agreement is an as-ordered agreement; thus, no obligations shall arise between the Parties, unless a specific Order has been agreed upon and duly executed by both Parties.
    2. This Agreement, as amended from time to time, contains the terms and conditions upon which the Order is based and therefore these terms and conditions are incorporated into each Order.
    3. In case of conflict between the different Agreement documents, these terms and conditions shall prevail over all other Agreement documents and then the other Agreement documents shall prevail in the order of precedence specified in the Order and last the relevant Order.

  3. Definitions

    1. “Agreement” means these terms and conditions, any Specific Terms (if applicable), any DPA (if applicable), the Order(s) and any other agreement document specified in the Order.
    2. “Agreement Term” means as defined in Section 14.1.
    3. “Customer Data” means any data, information or Material owned by Customer and disclosed to Keeparo in connection with Services.
    4. “Data Processing Agreement” or “DPA” means a data processing agreement between Keeparo and Customer regarding processing of personal data in connection with Services.
    5. “Effective Date” means the date when this Agreement is duly executed by both Parties, as specified in the first Order executed between the Parties.
    6. “Keeparo Materials” means (A) Materials owned by Keeparo (or its licensors) that have been made, conceived, developed, created by or for Keeparo (or its licensors) prior to the Effective Date and/or independently from the provision of Services under this Agreement, and (B) Training Materials.
    7. “Materials” means information, know-how, data and other technology, databases, compilations, inventions, developments, software, documentation, technical information, specifications, configuration, designs, plans, drawings, writings, photographs, video, schematics, documents, reports, methods, procedures, concepts, techniques, protocols, systems, elements, components, and any other intellectual property rights.
    8. “Order” means an order form or similar binding document evidencing ordered Services, specifications, applicable fees, billing period, and other commercial details as agreed to between the Parties. Each Order is incorporated by reference into and made part of this Agreement.
    9. “Results” means the results created specifically for Customer and as expressly specified in the Order, such as EVP, customer report, communication plan, ‘concept and content’, interview results, photographs, and videos.
    10. “Services” means the services provided by Keeparo to Customer under this Agreement and as further specified in each Order.
    11. “Specific Terms” means any specific terms and conditions applicable to Software and/or Services as specified in the Order, where such specific terms shall apply in addition to these terms and conditions (if applicable). 
    12. “Software” means any software ordered in an Order and provided by Keeparo to Customer under Specific Terms (if applicable).
    13. “Training Materials” means any Material provided by Keeparo to Customer in connection with training Services or otherwise for educational purposes, as further specified in the Order.

  4. Services and delivery

    1. All Services to be provided under this Agreement shall be specified in an Order. The procedure for placing Orders shall be agreed between the Parties in writing.
    2. Keeparo is responsible for the management, planning of details and the performance of Services.
    3. Keeparo shall use the personnel as deemed suited by Keeparo for the performance of Services and may freely replace such personnel, unless otherwise agreed in writing between the Parties.
    4. The Parties shall agree upon the time schedule for the provision of Services. A Party shall immediately notify the other Party as soon as it becomes aware of a circumstance, which may materially affect the time schedule.
    5. Services may be modified during the Agreement Term by mutual agreement in writing between the Parties, in which case the relevant Order shall be adjusted to the extent required to reflect the nature, scope, and commercial impact of such modification.

  5. Customer obligations

    1. For Keeparo to be able to supply Services to Customer, Customer shall in full comply with the obligations stated in this Agreement. 
    2. Customer acknowledges and agrees that Keeparo’s ability to perform Services may be affected if Customer fails to fulfil its obligations set out in this Agreement.
    3. Customer shall, at its own expense, provide Keeparo with: 
      a) all data and information required to carry out Services;
      b) access to Customer’s premises, employees and such equipment required to carry out Services; and
      c) personnel, if required, to the extent stated in the Order.
    4. Customer shall actively contribute to Services in order to ascertain the due and proper execution of Services. Customer shall in connection therewith make timely examination and assessment of Results, and other deliverables, and reports provided by Keeparo.

  6. Fees, charges and payment terms

    1. Customer shall pay all fees and charges to Keeparo in accordance with the relevant Order. The currency will be SEK, unless otherwise agreed in the relevant Order.
    2. All invoices under this Agreement are due with thirty (30) days net payment term, unless otherwise agreed in the relevant Order. 
    3. All payment obligations are non-cancellable, and all amounts paid are non-refundable. Keeparo is not liable to refund to Customer any prepaid and unused fees in connection with the termination or expiry of this Agreement or upon the expiry of any subscription period. 
    4. Customer must use any ordered and prepaid Services within one (1) year from the Order date of Services. Should Customer not use Services within that time, Services will lapse. The foregoing shall not apply to any subscription-based Services or if otherwise agreed between the Parties.  
    5. Customer shall ensure that Keeparo, at any given time, has valid billing information to Customer.
    6. Keeparo’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Keeparo’s income. If Customer is required to withhold a certain amount (withholding tax), Customer shall gross up the invoiced amount to keep Keeparo harmless, unless otherwise agreed in the Order.
    7. One calendar year after the Effective Date, Keeparo may annually increase the applicable fees for the Services (as specified in the Order). Fee adjustments shall be reasonable taking into account changes in the Labour Cost Index (LCI) for the relevant industry from Statistics Sweden, market fluctuations, currency variations and/or general increase in costs caused by external factors.
    8. If Customer considers that an invoice is incorrect, Customer must notify Keeparo in writing within fifteen (15) days of the invoice date of the contested invoice to be eligible to receive an adjustment or credit.

  7. Anti-corruption and anti-bribery

    1. Each Party will not make any payments, gifts or offers, directly or indirectly, to any individual or company in order to secure an unfair business advantage. Each Party also undertake that they will not make any payments, gifts or offers, directly or indirectly, to any government agent or official, political candidate or political party or make any other political contributions. Each Party agrees that providing any gifts or gratuities under this Agreement is prohibited.
    2. Both Parties agree to fully cooperate with any inquiries or other investigations related to anti-corruption and anti-bribery.

  8. Customer Data and Data Protection

    1. Each Party will not make any payments, gifts or offers, directly or indirectly, to any individual or company in order to secure an unfair business advantage. Each Party also undertake that they will not make any payments, gifts or offers, directly or indirectly, to any government agent or official, political candidate or political party or make any other political contributions. Each Party agrees that providing any gifts or gratuities under this Agreement is prohibited.
    2. Both Parties agree to fully cooperate with any inquiries or other investigations related to anti-corruption and anti-bribery.