General terms and conditions

1. Way of working

1.1 Communication

1.2 Change management

a) Change requests 

A change request is any request initiated by the client that entails a change in the agreed upon project scope, budget and/or timeline. Change requests must be communicated in writing. Zooma and client must make a joint decision as to any alterations in scope, budget and/or timeline. This decision must be confirmed in writing. 

b) Unforeseen changes and altered preconditions 
 
In the event of unforeseen changes or altered preconditions outside of Zooma control, the client and Zooma are jointly responsible for assessing the impact and deciding on any adjustments to the scope, budget and/or timeline in order to complete delivery. 
 
These can include but are not limited to: 

• Natural and other national disasters that impact work hours or work conditions 
• Third party downtime and/or changes impacting availability or function of services required to complete delivery 
• Unexpected sick leave or sudden personnel changes for either party 
• Unexpected or unusual complexity in the client data or software used to complete the delivery 
• Unexpected or unusual administrative and project management costs associated with the specific delivery and caused by client or third party

1.3 Quality assurance

Zooma performs the necessary quality assurance throughout the project and at project delivery. Where quality assurance for the project is requested to instead be performed by client or third party, client understands that this may alter the budget and/or timeline of project and means Zooma can take no responsibility for the quality of the final delivery. 

2. Expenses and third party purchases 

2.1 Travel costs 

2.2 Purchase of third party materials, products and services

Costs for the purchase of any creative material (images, photography, video, sound, fonts, etc), third party software including hosting, and any other products or services with related fees as required or approved by client are not included and will be invoiced separately if purchased by Zooma on behalf of the client. 

3. Limitations

3.1 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. 

3.2 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). 

4. Governing law and arbitration

4.1 Governing law 

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

4.2 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. 

5. Intellectual property

5.1 Use and ownership of material and information 

a) Both parties guarantee that any material the party wishes to use within the project is used legally, and does not conflict with any rights for the material. 
 
b) Any content (including prototypes, illustrations, images, photographs, and source code) produced for and delivered to the client as part of the project, shall belong to the client. 
 
c) All Zooma background knowledge remains the property of Zooma. “Background knowledge” refers to any registered or unregistered, existing or future prospective intellectual property rights, including trademarks, patents, patent applications and registrations, patterns, designs, software, copyright, and other intellectual property rights, and all information and knowledge (including data and know-how) independently developed or acquired by Zooma outside of the scope of this project. 
 
d) Zooma has the right to use the project and project delivery as a work reference. The project and project delivery may be communicated on Zooma’s digital channels by written agreement with the client. It may also be used in private presentations to prospective clients, employees, and other relevant parties without prior written agreement. 

5.2 Storage of materials 

Zooma stores content and materials associated with the project delivery for up to three years. 

5.3 Use of open source content 

Zooma may use open source software, material or other services in the project. Zooma shall not be liable for any defects or damages caused by open source software, material or services.