General terms and conditions

1. Working forms

Travel

Travel costs and travel expenses are not included and will be invoiced separately.

Correspondence

To avoid production delays, project issues sent by e-mail will have to be responded to within one working day.

Decision

Decisions conveyed by e-mail are binding.

Change management

New requests or suggestions to the project specifications or deliverables must be reported in writing to the Zooma Project Manager. Consequences on time, cost or quality will be adjusted and communicated to the customer following the prerequisites for new requests. The parties must agree upon all change requests in writing.

Quality assurance

Quality assurance will be performed throughout the project and before final delivery.

Intellectual property

The customer guarantees that the material delivered to the project does not conflict with the rights for the material respectively.

The project's content (including prototypes, illustrations, images, photographs, and source code) belongs to the customer.
Zooma is only responsible for archiving material from the project for up to three years.

"Background Knowledge" shall mean all registered or unregistered, existing or future prospective intellectual property rights, including trademarks, patents, patent applications and registrations, patterns, designs, software, copyright, and other similar intellectual property rights, and all information and knowledge (including data and know-how), independently developed or acquired by Zooma outside the scope of this project.

The customer acknowledges that all of Zooma's Background Knowledge shall remain the property of Zooma.

The customer acknowledges and agrees that Zooma can use open-source software in the project. However, Zooma shall not be liable for defects or damages caused by open-source software or other services and products provided by a third party.

Zooma has the right to use the project as a work reference and show it if in agreement with the customer.

Force Majeure

Neither party shall be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is impeded or made unreasonably onerous by, e.g., any of the following circumstances beyond the control of the parties, such as fire, war (whether declared or not), extensive military mobilisation, insurrection, requisition, seizure, embargo, restrictions in the use of power.

Limitation of liability

Except where prohibited by law, in no event shall Zooma be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue or data, even if Zooma has been advised of the possibility of such damages. Zooma's liability for damages, for any cause whatsoever, shall be limited to fifteen per cent (15%) of the price, which Zooma is entitled to for the assignment causing the damage. Further, Zooma's total liability under this agreement, for any cause whatsoever, is always limited to a maximum amount of EUR 300 000 (including legal fees).

2. Governing law and arbitration

Governing law

This agreement shall be governed by and construed by the substantive laws of Sweden, excluding its conflict of law principles.

Arbitration

Any dispute, controversy or claim arising out of or in connection with the agreement, or breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of one arbitrator. The arbitral proceedings shall be conducted in English. The place of arbitration shall be Gothenburg, Sweden. Notwithstanding the above, Zooma may, at its sole discretion, submit claims for overdue payments to the Enforcement Authority (Sw. Kronofogden) or the Gothenburg District Court or any other applicable authority or court as the first instance.