Terms and Conditions

Introduction
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The following Terms and Conditions complement the Agreement, Schedule One (the "Contract"). These Terms and Conditions shall apply to the Contract to which it is attached. The Contract will have precedence if there is any contradiction between these Terms and Conditions and the Contract.

(Individually a "Party" and collectively the "Parties".)
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1. Definitions and Interpretation
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In this Agreement, the following terms have the following meanings:

Action: means any civil, criminal, administrative, regulatory, arbitral, or investigative demand, action, suit, proceeding, or any other claim or demand.

Advisor: means a person appointed by the Company (to be agreed between the Parties) to perform training or other services.

Agreement: means this agreement and all schedules attached hereto (as amended from time to time in accordance with this agreement).

Confidential Information: means any information regarding this Agreement or any other information about the other Party which a Party has learned as a result of this Agreement, whether written or oral, irrespective of form.

Content: The Company shall create content and/or scale existing content for the Customer under this Agreement based on the Megadeals Messaging Architecture and the Megadeals discipline.

Contract: means everything agreed upon between the Parties that is not covered in the Terms and Conditions or any deviations.

Customer Materials: means any content, images, data, messaging, materials, and other information the Customer provides.

Data Controller: means the party (the Customer) who determines the purposes and means of processing personal data as defined by applicable data protection laws, including but not limited to GDPR.

Data Processor: means the party (the Company) that processes personal data on behalf of and according to the instructions of the Data Controller, as defined by applicable data protection laws, including but not limited to GDPR.

Data Protection Legislation: means Swedish legislation relating to personal data and any other applicable laws and regulatory requirements in force from time to time that apply to a party concerning the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection authority and applicable to a party.

Deal Orchestration: means a full funnel and orchestration approach towards a specific segment and/or deal based on the Megadeals discipline.

Educational Material: means any material provided by the Company in relation to performing the Services, such as, for example, delivering Workshop(s).

Intellectual Property Rights: means the Parties' trademarks, patents, designs, copyrights, domain names, logos, trade secrets, Confidential Information, and know-how, including but not limited to, Educational Material, software, programs, scripts, applications, documents, and all intellectual rights of a similar kind, whether registered or not, including registrations of such rights and pending applications for the registration of them.

Losses: means damages, fines, penalties, losses, liabilities (including settlements and judgments), costs and expenses (including interest, court costs, reasonable fees and disbursements of lawyers, accountants, and other experts).

Martech: means a set of tactics, tools, and solutions to help reach the target audience with messaging and content, as agreed in Schedule 1.

Megadeals Messaging Architecture: means the messaging based on the Megadeals discipline, used to address a specific targeted audience. It includes Fundamental Messaging, Deal Closing Messaging, and Orientational Messaging.

Services: means building and managing the Deal Orchestration Enablement system, including tools, platforms, and methodologies as agreed in Schedule 1.

Workshop(s): means the workshop or series of workshops that the Company shall perform for the Customer's employees as described in Schedule 1 (if applicable).
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2. Performance of the Services; the Parties' Obligations
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2.1. The Company undertakes to perform the Services with due care and in a professional manner and shall comply with all applicable laws.

2.2. The Customer shall supply information reasonably requested by the Company to perform the Services.

2.3. The Customer shall actively contribute to the Services and review deliverables in a timely manner.

2.4. The Customer is not entitled to modify the Services without prior written consent from the Company.
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3. Timetable and Time for Delivery
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3.1. The Parties have agreed on an estimated timetable for the performance of the Services, subject to amendments by mutual agreement.

3.2. Both Parties are entitled to an extension of time where delays are attributable to the other Party or unforeseen circumstances.

3.3. The Company and the Customer agree to follow the agreed workflows, including deadlines.

3.4. If delivery of the Services is delayed by more than thirty (30) days due solely to the Company, the Customer shall be entitled to a reduction of the applicable monthly fee for the delayed month, capped at fifty per cent (50%) of such fee (excluding media spend), per month of delay. No such remedy shall apply if delays are caused by the Customer or force majeure. If delivery of the Services is delayed by more than two (2) months due solely to the Company, the Customer may terminate the Agreement.

4. Specifics Regarding the Content
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4.1. The Customer shall provide relevant Customer Materials, which remain the Customer's property.

4.2. The Customer warrants it has the necessary rights to allow the Company to use the Customer Materials for Services delivery.

5. Payment
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5.1. The Customer shall pay the fees according to Schedule One.

5.2. The price for additional work shall be agreed upon in writing.

5.3. Invoices are issued with a 30-day payment term. All services must be paid ahead of delivery.

5.4. The Agreement is a monthly rolling contract that automatically renews each month. Either party may terminate the Agreement by providing written notice at least three (3) months in advance. During this cancellation period, all services will continue, and the Customer is required to pay for the services, regardless of whether the Customer chooses to stop or pause delivery. Megadeals will deliver services corresponding to the duration of the collaboration, including the three-month cancellation period.

5.5. Interest will be applied according to the Swedish Interest Act if payment is overdue.

6. Intellectual Property Rights
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6.1. Each Party retains ownership of its respective Intellectual Property Rights.

6.2. The Customer shall have a perpetual, irrevocable, and royalty-free license to use all messaging, content, and materials explicitly created for the Customer under this Agreement ("Customer Deliverables") for internal use, affiliate use (meaning any entity that controls, is controlled by, or is under common control with the Customer), and external marketing, advertising, and promotional purposes. This license shall survive termination of the Agreement, except where termination is due to a material, uncured breach, such as non-payment or misuse of intellectual property.

6.3. The Customer Deliverables may be repurposed, modified, and reused for the Customer's internal and external purposes, including marketing, advertising, and promotional activities, provided such use does not conflict with the restrictions in §6.4 regarding Educational Material. The Customer Deliverables may not be sublicensed, resold, or repurposed for third-party commercial use outside the Customer's organisation or its affiliates without the Company's prior written consent.

6.4. All Megadeals Educational Material (e.g. training playbooks, frameworks, methodology, and proprietary templates) remains the exclusive intellectual property of the Company. The Customer is granted a limited, non-transferable, non-sublicensable, and revocable license to use such Educational Material strictly for internal use during the term of the Agreement. Use of such material beyond the term requires prior written approval.

6.5. Any use of the Company's trademarks, brand elements, or software is subject to separate written approval and usage guidelines and may be revoked at the Company's discretion.

7. Publicity
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7.1. Both Parties encourage each other to engage in joint marketing and public relations activities. Each Party may use the other's trademark to market the collaboration, provided such use is limited to the agreed scope of activities and receives prior written approval from the other Party. Any use of trademarks must comply with the respective Party's branding guidelines and must not be altered without prior consent. Neither Party may use the other's name or trademark in a way that implies endorsement or partnership beyond the terms of this Agreement without prior written approval.

7.2. Either Party may revoke the other Party's right to use its trademark at any time with written notice, particularly if the usage negatively impacts the Party's brand or reputation.

8. Limitation of Liability
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8.1. Except as set out in Clause 8.3, the Company's total aggregate liability for any and all claims arising out of or in connection with this Agreement shall be capped at the higher of:

• (i) the total fees paid (excluding media spend) under this Agreement in the twelve (12) months preceding the event giving rise to the claim; or
• (ii) five (5) times the monthly service fee (excluding media spend).

8.2. The Company shall not be liable for indirect or consequential damages, including loss of profits, loss of business, or loss of goodwill.

8.3. For claims arising from the Company's gross negligence, wilful misconduct, or proven data breach/IP infringement, the liability cap in Clause 8.1 shall be increased to the higher of:

• (i) the total fees paid (excluding media spend) under this Agreement in the twelve (12) months preceding the event; or
• (ii) five (5) times the monthly service fee (excluding media spend).

8.4. Nothing in this Agreement shall limit or exclude liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

9. Force Majeure
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9.1. A Party shall be relieved from liability for failure to perform its obligations under the Agreement during the period and to the extent that such performance is prevented by reason of any circumstance beyond the control of the Party, such as war, pandemic, civil war, fire, flood, interruption in the internet connection, or general energy supply.

9.2. As soon as practicable after the occurrence of an event of force majeure, the affected Party shall notify the other Party and provide details on:

• The event or circumstance of force majeure relied upon;
• The circumstances and likely duration of the situation;
• The extent to which the affected Party is prevented from performing its obligations; and
• The proposed steps the affected Party intends to take to remedy or mitigate the effects of force majeure.

9.3. As soon as practicable after the end of the event of force majeure, the affected Party shall notify the other Party in writing.

9.4. Should the force majeure event continue for a period of thirty (30) consecutive days or more, either Party shall have the right to terminate the Agreement by giving seven (7) days' written notice to the other Party.

10. Confidentiality
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10.1. Both Parties undertake not to disclose Confidential Information to third parties.

10.2. Confidentiality obligations do not apply to publicly available information or information required to be disclosed by law.

11. Infringement
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11.1. Indemnification by the Company: If an Action is brought (or is likely to be brought) against the Customer or any of its Affiliates due to an infringement claim related to the Services provided by the Company, the Company shall:

• Defend, indemnify, and hold harmless the Customer from and against all Losses related to the Action; and
• Promptly and at its own expense, either procure for the Customer the right to continue using the Services or modify the infringing part of the Service to avoid the infringement.

This clause does not apply if the Action relates to infringement arising from Customer-provided materials.

11.2. Indemnification by the Customer: The Customer will indemnify the Company against any Losses resulting from claims that any Customer Material infringes the intellectual property rights of third parties, provided the Company uses the material as explicitly authorised by this Agreement.

11.3. Both Parties agree to provide reasonable assistance in defence of any Action, and neither Party shall admit liability or settle without the other's consent.

12. Non-Solicitation of Employees
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12.1. During and for 12 months after termination of the Agreement, neither Party shall solicit employees or sub-consultants of the other Party.
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13. Anti-Bribery
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13.1. The Parties shall comply with all applicable anti-bribery laws.
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14. Data Protection and GDPR Compliance
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14.1. The Customer shall act as Data Controller with respect to all personal data processed under this Agreement. The Company shall act as the Data Processor on behalf of the Customer and processes personal data solely in accordance with the lawful, documented instructions provided by the Customer.

14.2. The Customer and the Company will enter into a Data Processing Agreement regarding the processing of personal data under this Agreement. The processing terms will be regulated under the Data Processing Agreement.

15. Term and Termination
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15.1. This Agreement shall commence upon execution and terminate according to Schedule One.

15.2. Termination for Breach or Insolvency: Either Party may terminate this Agreement with immediate effect if:

• The other Party materially breaches its obligations and, if capable of remedy, fails to remedy such breach within fourteen (14) days after receiving written notice;
• The other Party becomes insolvent, unable to pay its debts, or undergoes liquidation.

15.3. Return or Destruction of Confidential Information: Upon termination, both Parties shall return or destroy any Confidential Information belonging to the other Party.

15.4. Upon termination of the Agreement:

(a) The Customer shall retain the right to continue using all Customer Deliverables (including ad creatives, messaging, reports, and campaign data) created and delivered under this Agreement, unless termination is due to a material and uncured breach by the Customer (e.g., failure to pay or willful misuse of intellectual property).

(b) For clarity, this continued right does not include access to the Megadeals DOE system, Martech tools, or proprietary software platforms, which shall terminate along with the Agreement.

(c) The Company may revoke rights to any Educational Material in line with Clause 6.4.

(d) The Company shall, upon written request from the Customer, provide a data export of Customer Deliverables in a commonly used digital format within thirty (30) days of termination.

16. Complaints
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16.1. Complaints must be submitted in writing within 14 days of service delivery. The Company shall decide how to address the complaint.

17. Miscellaneous
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17.1. This Agreement shall be governed by Swedish law. Any disputes shall be resolved by arbitration in Stockholm following the rules of the Arbitration Institute of the Stockholm Chamber of Commerce.

17.2. Neither Party may assign this Agreement without the other Party's consent.

17.3. This Agreement represents the entire understanding between the Parties.

17.4. Any amendments to this Agreement must be made in writing.

17.5. If any part of this Agreement is invalid or unenforceable, the remainder shall continue in full force and effect.

18. Updates to Terms and Conditions
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18.1. The Customer is responsible for regularly reviewing and staying updated on any potential changes to these Terms and Conditions. The latest version of the Terms and Conditions can be found on the Company's website.

18.2. The Company reserves the right to amend or update these Terms and Conditions at any time. The continued use of the Services by the Customer following any changes to the Terms and Conditions shall constitute acceptance of those changes.

Contact Information

For any questions or enquiries, please contact us using the details below:

Email: hello@njord.io
Phone: +46 73 359 56 55

Company Information: Megadeals International AB, reg. no 559220-2120

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