Terms and Conditions
Last updated: June 15, 2026
Megadeals International AB / Njord
Introduction
The following Terms andConditions 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 theseTerms and Conditions and the Contract.
(Individually a"Party" and collectively the "Parties".)
1. Definitions and Interpretation
1.1. Definitions and Interpretation. In this Agreement, thefollowing terms have the following meanings:
Action: means any civil, criminal, administrative, regulatory, arbitral,or investigative demand, action, suit, proceeding, or any other claim ordemand.
Advisor: means a person appointed by the Company (to be agreed betweenthe Parties) to perform training or other services.
Agreement: means this agreement and all schedules attached hereto (asamended from time to time in accordance with this agreement).
Confidential Information: means any information regarding this Agreement orany other information about the other Party which a Party has learned as aresult of this Agreement, whether written or oral, irrespective of form.
Content: The Company shall create content and/or scale existingcontent for the Customer under this Agreement based on the Megadeals MessagingArchitecture and the Megadeals discipline. Contract: means everythingagreed upon between the Parties that is not covered in the Terms and Conditionsor 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 thepurposes and means of processing personal data as defined by applicable dataprotection laws, including but not limited to GDPR.
Data Processor: means the party (the Company) that processespersonal data on behalf of and according to the instructions of the DataController, as defined by applicable data protection laws, including but notlimited to GDPR.
Data Protection Legislation: means Swedish legislation relating topersonal data and any other applicable laws and regulatory requirements inforce from time to time that apply to a party concerning the use of personaldata (including, without limitation, the privacy of electronic communications)and the guidance and codes of practice issued by the relevant data protectionauthority and applicable to a party.
Deal Orchestration: means a full funnel and orchestration approachtowards a specific segment and/or deal based on the Megadeals discipline.
Educational Material: means any material provided by the Company inrelation to performing the Services, such as, for example, deliveringWorkshop(s).
Intellectual Property Rights: means the Parties' trademarks, patents,designs, copyrights, domain names, logos, trade secrets, ConfidentialInformation, and know-how, including but not limited to, Educational Material,software, programs, scripts, applications, documents, and all intellectualrights of a similar kind, whether registered or not, including registrations ofsuch rights and pending applications for the registration of them.
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Losses: means damages, fines, penalties, losses, liabilities (includingsettlements and judgments), costs and expenses (including interest, courtcosts, reasonable fees and disbursements of lawyers, accountants, and otherexperts).
Martech: means a set of tactics, tools, and solutions to help reach thetarget audience with messaging and content, as agreed in Schedule 1.
Megadeals Messaging Architecture: means the messaging basedon the Megadeals discipline, used to address a specific targeted audience. Itincludes Fundamental Messaging, Deal Closing Messaging, and OrientationalMessaging.
Services: means building and managing the Deal Orchestration Enablementsystem, including tools, platforms, and methodologies as agreed in Schedule 1.
Workshop(s): means the workshop or series of workshops that the Companyshall perform for the Customer's employees as described in Schedule 1 (ifapplicable).
2. Performance of the Services; the Parties' Obligations
2.1. The Company undertakes to perform the Services with due care andin a professional manner and shall comply with all applicable laws.
2.2. The Customer shall supply information reasonably requested by theCompany to perform the Services.
2.3. The Customer shall actively contribute to the Services and reviewdeliverables in a timely manner.
2.4. The Customer is not entitled to modify the Services without priorwritten consent from the Company.
2.5. Nature of the Services; No Guarantee of Outcomes. The Services are providedas an assistive marketing and deal orchestration tool. The Company does notguarantee, and makes no representation or warranty as to, any commercialoutcome, including any sale, deal, lead, pipeline, revenue or return, whether adeal is won or lost, or the performance of any advertising campaign. TheCustomer retains full control over its target audience, materials, messaging,approvals and all commercial decisions. The Company shall have no liability forany commercial outcome, or for any failure to achieve a desired outcome,arising from the Customer's use of the Services.
2.6. Subscription Service. The Services are provided on a subscription basisas a managed service. The Customer subscribes to access the Megadeals DealOrchestration platform, Martech tools and related Services for the term of theAgreement. The Company does not grant the Customer any licence to its software.The Company IP (as defined in Clause 6) is made available to the Customer onlyas a hosted service for the duration of the subscription, and the Customer'sright to access it ends on termination in accordance with Clause 15.4.
3. Timetable and Time for Delivery
3.1. The Parties have agreed on an estimated timetable for theperformance of the Services, subject to amendments by mutual agreement.
3.2. Both Parties are entitled to an extension of time where delays areattributable to the other Party or unforeseen circumstances.
3.3. The Company and the Customer agree tofollow 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 reductionof 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 remedyshall apply if delays are caused by the Customer or force majeure. If deliveryof the Services is delayed by more than two (2) months due solely to theCompany, the Customer may terminate the Agreement.
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4. Specifics Regarding the Content
4.1. The Customer shall provide relevant Customer Materials, whichremain the Customer's property.
4.2. The Customer warrants it has the necessary rights to allow theCompany to use the Customer Materials for Services delivery.
5. Payment
5.1. The Customer shall pay the fees accordingto Schedule One.
5.2. The price for additional work shall be agreed upon inwriting.
5.3. Invoices are issued with a 30-day payment term. Allservices must be paid ahead of delivery.
5.4. The Agreement is a monthly rolling contract that automaticallyrenews each month. Either party may terminate the Agreement by providingwritten notice at least three (3) months in advance. During this cancellationperiod, all services will continue, and the Customer is required to pay for theservices, regardless of whether the Customer chooses to stop or pause delivery.Megadeals will deliver services corresponding to the duration of thecollaboration, including the three-month cancellation period.
5.5. Interest will be applied according to theSwedish Interest Act if payment is overdue.
6. Intellectual Property Rights
6.1. Each Party retains ownership of all Intellectual Property Rightsit owned before, or develops independently of, this Agreement. All IntellectualProperty Rights in the Megadeals Deal Orchestration system, Martech tools,software, platforms, methodology, frameworks, and Educational Material(together, the "Company IP") are and remain the exclusive property ofthe Company. Nothing in this Agreement transfers to the Customer any ownershipof, or any perpetual or post-termination licence to, the Company IP.
6.2. Assignment of Customer Deliverables. The Company hereby assignsto the Customer, with effect from and conditional upon payment in full of allfees and other amounts then due under this Agreement, all right, title andinterest (including all Intellectual Property Rights) in the messaging, content,ad creatives, reports, and campaign materials explicitly created for theCustomer under this Agreement (the "Customer Deliverables"). Title tothe Customer Deliverables passes to the Customer only upon such full payment;until then, all Intellectual Property Rights in the Customer Deliverablesremain with the Company. Following the transfer, the Customer may use,reproduce, modify, repurpose, distribute, sublicense and resell the CustomerDeliverables for any purpose without further consent from the Company. TheCustomer Deliverables do not include any Company IP; where a CustomerDeliverable incorporates Company IP, the Customer receives only the limitedlicence in Clause 6.4.
6.3. The Customer owns allCustomer Materials and all of the Customer's own data, including any personaldata, processed under this Agreement. For the avoidance of doubt, nothing inthis Clause 6 conditions, delays or otherwise affects the return or deletion ofthe Customer's personal data, which is governed exclusively by the DataProcessing Agreement and applicable Data Protection Legislation and is notcontingent on payment.
6.4. All Educational Material and other Company IP remains theexclusive intellectual property of the Company. The Customer is granted alimited, non-transferable, non-sublicensable, and revocable licence to use suchEducational Material strictly for internal use during the term of theAgreement. Use of such material beyond the term requires prior writtenapproval.
6.5. Any use of the Company's trademarks, brand elements, or softwareis subject to separate written approval and usage guidelines and may be revokedat the Company's discretion.
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7. Publicity
7.1. Both Parties encourage each other to engage in joint marketing andpublic relations activities. Each Party may use the other's trademark to marketthe collaboration, provided such use is limited to the agreed scope ofactivities and receives prior written approval from the other Party. Any use of
trademarks must comply with the respective Party's brandingguidelines and must not be altered without prior consent. Neither Party may usethe other's name or trademark in a way that implies endorsement or partnershipbeyond the terms of this Agreement without prior written approval.
7.2. Either Party may revoke the other Party's right to use itstrademark at any time with written notice, particularly if the usage negativelyimpacts the Party's brand or reputation.
8. Limitation of Liability
8.1. Subject to Clauses 8.2 to 8.5, the total aggregate liability ofeach Party for any and all claims arising out of or in connection with thisAgreement, whether in contract, tort (including negligence), breach ofstatutory duty or otherwise, shall not exceed the higher of (i) the total feespaid (excluding media spend) under this Agreement in the twelve (12) monthspreceding the event giving rise to the claim, or (ii) five (5) times themonthly service fee (excluding media spend), unless a higher amount is agreedbetween the Parties in Schedule One.
8.2. Neither Party shall be liable for indirect or consequentialdamages, including loss of profits, loss of business, or loss of goodwill.
8.3. For claims arising from a Party's gross negligence, wilfulmisconduct, proven Personal Data Breach, or infringement or misuse of the otherParty's Intellectual Property Rights, the cap in Clause 8.1 shall be increasedto two (2) times the amount determined under Clause 8.1, unless a higher amountis agreed between the Parties in Schedule One.
8.4. The limitations in Clauses 8.1 and 8.3 do not apply to, and do notlimit: (a) the Customer's obligation to pay fees and media spend due under thisAgreement; (b) either Party's liability for death or personal injury caused bynegligence; or (c) either Party's liability for fraud or fraudulentmisrepresentation.
8.5. The caps in Clauses 8.1 and 8.3 apply to all liability under thisAgreement, including any liability under the indemnities in Clause 11, save asset out in Clause 8.4. The Company maintains cyber and professional indemnityinsurance and will, on request, provide the Customer with a certificate ofinsurance. For the avoidance of doubt, the Company's contractual liability isgoverned by the caps in this Clause 8 and is not determined by reference to thelimits of any insurance policy.
9. Force Majeure
9.1. A Party shall be relievedfrom liability for failure to perform its obligations under the Agreementduring the period and to the extent that such performance is prevented byreason of any circumstance beyond the control of the Party, such as war,pandemic, civil war, fire, flood, interruption in the internet connection, orgeneral energy supply.
9.2. As soon as practicableafter the occurrence of an event of force majeure, the affected Party shallnotify the other Party and provide details on:
• The event or circumstance of force majeurerelied upon;
• The circumstances and likely duration ofthe situation;
• The extent to which theaffected Party is prevented from performing its obligations; and • The proposed steps theaffected Party intends to take to remedy or mitigate the effects of forcemajeure.
9.3. As soon as practicable after the end of the event of forcemajeure, the affected Party shall notify the other Party in writing.
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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 terminatethe Agreement by giving seven (7) days' written notice to the other Party.
10. Confidentiality
10.1. Each Party undertakes (i) not to disclose the other Party'sConfidential Information to any third party, and (ii) not to use the otherParty's Confidential Information for any purpose other than the performance ofits obligations or the exercise of its rights under this Agreement.
10.2. The obligations in Clause 10.1 do not apply to information that isor becomes publicly available other than through a breach of this Agreement, orthat is required to be disclosed by law or by a competent authority, providedthat, where lawful, the disclosing Party gives the other Party reasonable priornotice.
11. Infringement
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 dueto an infringement claim related to the Services provided by the Company, theCompany shall:
• Defend,indemnify, and hold harmless the Customer from and against all Losses relatedto the Action; and
• Promptly and at its own expense, either procure for the Customerthe right to continue using the Services or modify the infringing part of theService to avoid the infringement. This clause does not apply if the Actionrelates to infringement arising from Customer-provided materials.
11.2. Indemnification by the Customer: The Customer willindemnify the Company against any Losses resulting from claims that anyCustomer Material infringes the intellectual property rights of third parties,provided the Company uses the material as explicitly authorised by thisAgreement.
11.3. Both Parties agree toprovide reasonable assistance in defence of any Action, and neither Party shalladmit liability or settle without the other's consent.
12. Non-Solicitation of Employees
12.1. During and for 12 months after termination of the Agreement,neither Party shall solicit employees or sub-consultants of the other Party.
13. Anti-Bribery
13.1. The Parties shall comply with allapplicable anti-bribery laws.
14. Data Protection and AI Compliance
14.1. The Customer shall act as Data Controller with respect to allpersonal data processed under this Agreement. The Company shall act as the DataProcessor on behalf of the Customer and processes personal data solely inaccordance with the lawful, documented instructions provided by the Customer.
14.2. The Customer and the Company will enter into a Data ProcessingAgreement regarding the processing of personal data under this Agreement. Theprocessing terms will be regulated under the Data Processing Agreement.
14.3. Artificial Intelligence. The Services include AI-assisted features,for example an AI assistant within the platform and the AI-assisted generationor adaptation of advertising, messaging and other content. The Company operatesthese features in accordance with Regulation (EU) 2024/1689 (the
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"AI Act") as applicable to its role. The Companyconfirms that the Services are not a prohibited AI practice under Article 5 ofthe AI Act and are not a high-risk AI system under Annex III of the AI Act.
14.4. AI transparency. To the extent the AI-assisted features engage thetransparency obligations in Article 50 of the AI Act, the Company shall complywith those obligations as and when they become applicable, including themarking or labelling of AI-generated content where required, and shall maintaina publicly available AI Transparency Notice. The Customer remains responsiblefor any obligations applicable to it as a deployer in respect of its ownpublication or further use of AI-assisted content.
14.5. Acceptable use. The Customer shall not use the Services, or anyoutput of the Services, for any purpose prohibited under Article 5 of the AIAct or other applicable law. The Company shall, on reasonable request, providethe Customer with information reasonably necessary to support the Customer'scompliance with the AI Act in relation to its use of the Services.
15. Term and Termination
15.1. This Agreement shall commence uponexecution and terminate according to Schedule One.
15.2. Termination for Breach or Insolvency: Either Party may terminatethis Agreement with immediate effect if:
• Theother Party materially breaches its obligations and, if capable of remedy,fails to remedy such breach within fourteen (14) days after receiving writtennotice;
• The other Party becomes insolvent, unable to pay its debts, orundergoes liquidation. 15.3. Return or Destruction of ConfidentialInformation: Upon termination, both Parties shall return or destroy anyConfidential Information belonging to the other Party.
15.4. Upon termination of the Agreement:
(a) Subject to Clause 6.2 (transfer of title upon full payment),the Customer shall retain the right to continue using all Customer Deliverablesto which title has passed (including ad creatives, messaging, reports, andcampaign data) created and delivered under this Agreement.
(b) For clarity, this continued right does not include access tothe Megadeals DOE system, Martech tools, or proprietary software platforms (allof which constitute Company IP), which shall terminate along with theAgreement.
(c) The Company may revokerights to any Educational Material in line with Clause 6.4.
(d) The Company shall, upon written request from the Customer andsubject to payment in full of amounts then due, provide a data export of theCustomer Deliverables in a commonly used digital format within thirty (30) daysof termination. The return or deletion of the Customer's personal data isgoverned by the Data Processing Agreement and is not conditional on payment.
16. Complaints
16.1. Complaints must be submitted in writing within 14 days of servicedelivery. The Company shall decide how to address the complaint.
17. Miscellaneous
17.1. This Agreement shall be governed by Swedish law. Any disputesshall be resolved by arbitration in Stockholm following the rules of theArbitration Institute of the Stockholm Chamber of Commerce.
17.2. Neither Party may assignthis Agreement without the other Party's consent. 17.3. This Agreementrepresents the entire understanding between the Parties. 17.4. Anyamendments to this Agreement must be made in writing.
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17.5. If any part of this Agreement is invalid or unenforceable, theremainder shall continue in full force and effect.
18. Updates to Terms and Conditions
18.1. The Customer is responsible for regularly reviewing and stayingupdated on any potential changes to these Terms and Conditions. The latestversion 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 andConditions at any time. The continued use of the Services by the Customerfollowing any changes to the Terms and Conditions shall constitute acceptanceof those changes.
Contact Information
For any questions or enquiries,please contact us using the details below:
Email: david@megadeals.com /david@njord.io
Phone: +46 73 359 56 55
Company Information: Megadeals International AB (trading asNjord), reg. no 559220-2120 Address: Mäster Samuelsgatan 42, 111 57 Stockholm,Sweden