GENERAL TERMS AND CONDITIONS FOR PARTNER PACKAGES FOR D-CONGRESS

1. General

1.1 These general terms and conditions for partner packages for D-Congress for the Partner’s participation at D-Congress (“General Terms”) are part of the Order Confirmation that has been issued between SDH and the Partner. The purpose of these General Terms is to set forth the terms and conditions according to which the Partner shall participate at D-Congress, as specified in the Order Confirmation.

1.2 Any exemptions or variations agreed upon regarding the Order Confirmation shall be in writing by authorized representatives of SDH and the Partner in order to be valid.

1.3 All capitalized words and expressions shall have the meaning ascribed to them in the Order Confirmation or as otherwise defined in these General Terms.

2. Definitions

2.1 In these General Terms:

  • ”Confidential Information” shall have the meaning set out in Clause 7.1.
  • “D-Congress” shall mean the e-commerce fair held by SDH.
  • “Fore Majeure” shall have the meaning set out in Clause 11.1
  • “General Terms” shall mean these general terms.
  • ”Order Confirmation” shall mean the order confirmation that has been issued between SDH and the Partner.
  • “Participants” shall have the meaning set out in Clause 6.1.
  • “Partner” shall have the meaning set forth in the Partner Agreement.
  • “Partner Agreement” means the partner agreement made between SDH and the Partner.
  • “Party” shall mean SDH or Partner and “Parties” shall be construed accordingly.
  • “SDH” shall mean Svensk Distanshandel AB, reg. No. 556227–8365.

3. Obligations of the Partner

3.1 The Partner shall participate at D-Congress subject to the terms and conditions of the Order Confirmation and these General Terms.

3.2 The Partner shall perform each task necessary for the participation at D-Congress in accordance with the provisions in these General Terms and the Order Confirmation in a professional manner and with the skill, promptness and care that SDH has reason to expect from a partner. Furthermore, the Partner shall follow any guidelines that SDH may provide to the Partner from time to time.

4. Independent contractor

4.1 The Partner is an independent contractor in relation to SDH and the Partner is not authorized to act as a representative or commercial agent for or legal representative of SDH. Furthermore, the Partner shall not have the authority to assume or create any obligation on behalf of, in the name of, or binding upon SDH.

5. Prices and payment

5.1 The Partner shall pay the compensation set forth in the Partner Agreement and in the Order Confirmation for its participation at D-Congress.

6. Personal data

6.1 In connection with the Order Confirmation and these General Terms, the Parties may exchange personal data. In particular, SDH may provide the Partner with lists of persons which will attend, or which have participated, on D-Congress (the “Participants”).

6.2 SDH shall inform the Participants about the transfer of their personal data to the Partner and that their personal data may be used for marketing purposes by the Partner. However, SDH makes no warranties regarding the correctness or lawfulness of such information to the Participants. The Partner may provide information to SDH which SDH then may forward to the Participants in a manner that SDH sees fit.

6.3 Information regarding SDH’s processing of personal data can be found here.

7. Confidentiality

7.1 Both Parties undertake, during the term of the Order Confirmation and these General Terms and thereafter, not to disclose to a third party without the other Party’s prior written consent, any information (regardless of its form and medium whether oral or in writing or electronic or in any other form) regarding the other Party’s business that could be considered a trade secret (“Confidential Information”) or otherwise use such information for any other purpose than to fulfil its obligations under of the Order Confirmation and these General Terms. Information which a Party has designated as confidential and/or proprietary shall always be considered as Confidential Information.

7.2 Confidential Information does not include information received from a Party which the other Party can clearly establish (a) was or has become generally known by such Party in in another way than under the Order Confirmation and these General Terms, (b) was or has become generally known to the public through no act or omission of such Party, or (c) is required to be disclosed by court order or other legal process.

 

8. Liability

8.1 SDH shall under no circumstances be liable for any damages or losses arising from or relating to the Partner’s participation at D-Congress. This includes any direct or indirect damages or losses related to the performance or cancellation of D-Congress, including but not limited to loss of profit, loss of goodwill or wasted expenditure.

8.2 The Partner shall compensate SDH for all direct losses or damages incurred by the Partner that are related to a breach of the Order Confirmation and these General Terms.

9. Premature termination

9.1 SDH has the right to terminate the Order Confirmation with immediate effect upon written notice to the Partner, if the Partner commits a material breach of the Order Confirmation and/or these General Terms and fails to remedy such breach within fifteen (15) days after receipt of written notice thereof. If there are less than fifteen (15) days left until D-Congress SDH has the right to terminate the Order Confirmation with immedidate effect upon written notice to the Partner.

9.2 The Partner has the right to terminate the Order Confirmation and  receive repayment of one-hundred (100%) per cent of the total price specified in the Order Confirmation, if the termination occurs within eight (8) days from the latest of (a) the signing of the Partner Agreement or (b) received Order Confirmation.

9.3 If the Partner terminates the Order Confirmation, in accordance with above, within sixty (60) days prior D-Congress, no repayment of the total price specified in the Order Confirmation, will be made.

10. Consequences of termination

10.1 Upon termination of the Order Confirmation, the relevant Party shall, at the other Party’s request, within thirty (30) business days, return or destroy any and all Confidential Information and all other information that has been provided by the other Party under the Order Confirmation and these General Terms, and in whatever form or format, that is the property of the other Party.

10.2 Upon termination of the Order Confirmation, regardless of the reason for such termination, the following Clauses shall survive and continue in full force and effect; Clauses 7 and 10.1.

11. Force majeure

11.1 SDH shall not be liable for any failure to perform under the terms of the Order Confirmation and these General Terms if such failure is due to causes beyond its reasonable control, such as but not limited to, governmental regulations, new or amended legislation, legal restrictions, labour disputes, , terrorist attack, civil commotion, riots, embargoes, blockades, fire, natural disasters, flood, pandemics, epidemics, the lack of transports, goods or energy, a major accident and lack of or delay in supplies by subcontractors caused by such exceptional circumstances or any such other cause or event outside the reasonable control of SDH.

11.2 In case of a force majeure event, SDH shall immediately notify the Partner of its inability to perform its obligations under the Order Confirmation or these General Terms.

12.  Miscellaneous

12.1 The Partner may not assign, delegate or sub-contract performance of its obligations under the Order Confirmation and these General Terms or any part thereof, except as specifically set out in these General Terms. The Partner shall remain fully liable for performance of its obligations under the Order Confirmation and these General Terms.

12.2 SDH has the right to change the terms of the Order Confirmation and these General Terms. Unless otherwise set out in these General Terms, all other changes shall be made in writing by a duly authorized representatives of both Parties in order to be valid.

12.3 The Parties are aware of the virus outbreak of Covid-19 and its possible impact on the conditions for fulfilling the obligations under the Order Confirmation and/or these General Terms. Therefore, SDH is not liable to fulfil its obligations under the Order Confirmation and/or these General Terms if this is due to circumstances related to Covid-19 and such circumstance materially affects SDH’s ability to fulfill its obligations under the Order Confirmation and/or these General Terms. In the event of such circumstance, as mentioned in this Clause 12.1, the Partner will not receive a refund but has the right to participate at the next upcoming D-Congress if D-Congress can be held on another date during the same year. If D-Congress 2021 is cancelled, the Partner shall receive a refund of onehundred (100) per cent of the partner package specified in the Order Confirmation.

12.4 Whenever possible, the provisions of these General Terms shall be interpreted so as to be valid and enforceable under applicable law. However, if one or more provisions of these General Terms is found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provision and of these General Terms shall not be affected and shall continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed. Moreover, in this case, the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).

13. Dispute and governing law

13.1 The Order Confirmation and these General Terms and the rights and obligations of the Parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of Sweden.

13.2 Any dispute that arise in connection with the Order Confirmation and/or these General Terms shall be finally settled by the courts of Sweden.

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