Terms and Conditions

Key points

• The Contract takes precedence if it conflicts with these Terms and Conditions
• Services are provided as a managed subscription service
• The Agreement is governed by Swedish law

Introduction

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".)

1. Definitions and Interpretation

1.1. Definitions and Interpretation. 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).

2. Performance of the Services; the Parties' Obligations

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.

2.5. Nature of the Services; No Guarantee of Outcomes. The Services are provided as an assistive marketing and deal orchestration tool. The Company does not guarantee, and makes no representation or warranty as to, any commercial outcome, including any sale, deal, lead, pipeline, revenue or return, whether a deal is won or lost, or the performance of any advertising campaign. The Customer retains full control over its target audience, materials, messaging, approvals and all commercial decisions. The Company shall have no liability for any 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 basis as a managed service. The Customer subscribes to access the Megadeals Deal Orchestration platform, Martech tools and related Services for the term of the Agreement. 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 only as a hosted service for the duration of the subscription, and the Customer's right 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 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

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

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

6.1. Each Party retains ownership of all Intellectual Property Rights it owned before, or develops independently of, this Agreement. All Intellectual Property 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 of the Company. Nothing in this Agreement transfers to the Customer any ownership of, or any perpetual or post-termination licence to, the Company IP.

6.2. Assignment of Customer Deliverables. The Company hereby assigns to the Customer, with effect from and conditional upon payment in full of all fees and other amounts then due under this Agreement, all right, title and interest (including all Intellectual Property Rights) in the messaging, content, ad creatives, reports, and campaign materials explicitly created for the Customer under this Agreement (the "Customer Deliverables"). Title to the Customer Deliverables passes to the Customer only upon such full payment; until then, all Intellectual Property Rights in the Customer Deliverables remain with the Company. Following the transfer, the Customer may use, reproduce, modify, repurpose, distribute, sublicense and resell the Customer Deliverables for any purpose without further consent from the Company. The Customer Deliverables do not include any Company IP; where a Customer Deliverable incorporates Company IP, the Customer receives only the limited licence in Clause 6.4.

6.3. The Customer owns all Customer Materials and all of the Customer's own data, including any personal data, processed under this Agreement. For the avoidance of doubt, nothing in this Clause 6 conditions, delays or otherwise affects the return or deletion of the Customer's personal data, which is governed exclusively by the Data Processing Agreement and applicable Data Protection Legislation and is not contingent on payment.

6.4. All Educational Material and other Company IP remains the exclusive intellectual property of the Company. The Customer is granted a limited, non-transferable, non-sublicensable, and revocable licence 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

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

8.1. Subject to Clauses 8.2 to 8.5, the total aggregate liability of each Party for any and all claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed 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), unless a higher amount is agreed between the Parties in Schedule One.

8.2. Neither Party shall be liable for indirect or consequential damages, including loss of profits, loss of business, or loss of goodwill.

8.3. For claims arising from a Party's gross negligence, wilful misconduct, proven Personal Data Breach, or infringement or misuse of the other Party's Intellectual Property Rights, the cap in Clause 8.1 shall be increased to two (2) times the amount determined under Clause 8.1, unless a higher amount is agreed between the Parties in Schedule One.

8.4. The limitations in Clauses 8.1 and 8.3 do not apply to, and do not limit: (a) the Customer's obligation to pay fees and media spend due under this Agreement; (b) either Party's liability for death or personal injury caused by negligence; or (c) either Party's liability for fraud or fraudulent misrepresentation.

8.5. The caps in Clauses 8.1 and 8.3 apply to all liability under this Agreement, including any liability under the indemnities in Clause 11, save as set out in Clause 8.4. The Company maintains cyber and professional indemnity insurance and will, on request, provide the Customer with a certificate of insurance. For the avoidance of doubt, the Company's contractual liability is governed by the caps in this Clause 8 and is not determined by reference to the limits of any insurance policy.

9. Force Majeure

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

10.1. Each Party undertakes (i) not to disclose the other Party's Confidential Information to any third party, and (ii) not to use the other Party's Confidential Information for any purpose other than the performance of its obligations or the exercise of its rights under this Agreement.

10.2. The obligations in Clause 10.1 do not apply to information that is or becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by law or by a competent authority, provided that, where lawful, the disclosing Party gives the other Party reasonable prior notice.

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 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

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 all applicable anti-bribery laws.

14. Data Protection and AI Compliance

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.

14.3. Artificial Intelligence. The Services include AI-assisted features, for example an AI assistant within the platform and the AI-assisted generation or adaptation of advertising, messaging and other content. The Company operates these features in accordance with Regulation (EU) 2024/1689 (the "AI Act") as applicable to its role. The Company confirms that the Services are not a prohibited AI practice under Article 5 of the 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 the transparency obligations in Article 50 of the AI Act, the Company shall comply with those obligations as and when they become applicable, including the marking or labelling of AI-generated content where required, and shall maintain a publicly available AI Transparency Notice. The Customer remains responsible for any obligations applicable to it as a deployer in respect of its own publication or further use of AI-assisted content.

14.5. Acceptable use. The Customer shall not use the Services, or any output of the Services, for any purpose prohibited under Article 5 of the AI Act or other applicable law. The Company shall, on reasonable request, provide the Customer with information reasonably necessary to support the Customer's compliance with the AI Act in relation to its use of the Services.

15. Term and Termination

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) Subject to Clause 6.2 (transfer of title upon full payment), the Customer shall retain the right to continue using all Customer Deliverables to which title has passed (including ad creatives, messaging, reports, and campaign data) created and delivered under this Agreement.
• (b) For clarity, this continued right does not include access to the Megadeals DOE system, Martech tools, or proprietary software platforms (all of which constitute Company IP), 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 and subject to payment in full of amounts then due, provide a data export of the Customer Deliverables in a commonly used digital format within thirty (30) days of termination. The return or deletion of the Customer's personal data is governed 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 service delivery. The Company shall decide how to address the complaint.

17. Miscellaneous

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

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: david@megadeals.com / david@njord.io
• Phone: +46 73 359 56 55
• Company Information: Megadeals International AB (trading as Njord), reg. no 559220-2120
• Address: Mäster Samuelsgatan 42, 111 57 Stockholm, Sweden