General Terms and Conditions
Regarding Ports Group AB's provision of services together with payment terms 2019:2
1.1 ‘Ports Group’ in these definitions means Ports Group AB or other party as nominated by the company. ‘Customer’ means the party employing Ports Group to provide services (the Assignment).
1.2 These Agreement General Terms and Conditions shall apply between Ports Group and the Customer submitting an Assignment to Ports Group regardless of how Ports Group and the Customer have agreed on the Assignment. Such agreement (the Agreement) might, for example, have been made by the Customer giving Ports Group a verbal or written enquiry that Ports Group has confirmed in writing by having made an offer that the Customer has fully or partly accepted, or that the Parties having otherwise entered into an agreement concerning the Assignment.
1.3 The Agreement General Terms and Conditions and main agreement/assignment confirmation, along with any quotation/pricing annex/specification, shall together comprise the Agreement between Ports Group and the Customer. If the document comprising the Agreement contains contradictory provisions then, unless circumstances clearly dictate otherwise, the main agreement/assignment confirmation shall take precedence over both the Agreement General Terms and Conditions and the quotation/pricing annex/specification, and the quotation/pricing annex/specification shall take precedence over the Agreement General Terms and Conditions. None of the Customer’s general delivery or purchase conditions or similar, which are referred to in, for example, a quotation, order, delivery note or similar, shall be applicable under this Agreement. The scope or content of this Agreement may be amended through the agreement of both Parties.
1.4 The Customer never hires an individual consultant from Ports Group, but the assignment relationship is always applicable between Ports Group and the Customer.
1.5 Ports Group reserves the right to revise its Agreement General Terms and Conditions and in such case will publish the revised version on portsgroup.com and inform the Customer. The new version shall be applicable between Ports Group and the Customer after it has been informed to the Customer and the
Customer has then accepted the updated version in writing.
1.6 Specific provisions may apply to certain services. In the event of conflict between the provisions in this Agreement and the specific provisions, the specific provisions shall take precedence.
1.7 Specific provisions apply in respect of domain names; these
provisions can be found at https://portsgroup.com/generalterms/general-agreements-registrar-services.html. In the event of conflict between these specific provisions for domain names and this Agreement, this Agreement shall take precedence.
2. Assignment and Agreement period
2.1 Ports Group undertakes to perform the Assignment as stated in the Agreement.
2.2 Ports Group’s performance of the Assignment is dependent on the Customer fulfilling its obligations in accordance with the Agreement, specifically in respect of payment of fees and the provision of necessary information/documentation.
2.3 Unless otherwise agreed (e.g. in the main agreement/assignment confirmation), the Agreement shall apply between the Parties until the Assignment is complete.
2.4 Only following specific agreement will Ports Group carry out background enquiries in respect of older legal rights or designs.
3. Fees and payment
3.1 Ports Group is entitled to receive fees for the Assignment in accordance with the Agreement. Prices are stated excluding VAT and similar taxes, unless otherwise agreed. If the fee for a specific assignment/case has not been agreed in advance, Ports Group’s fee shall amount to what Ports Group usually charges for similar type assignments.
3.2 Unless otherwise agreed, Ports Group is entitled to adjust the subscription charge and current fees, such as the consultancy fee, during current Assignments in conjunction with adjustments to Ports Group’s applicable price lists. Ports Group adjusts prices annually in line with the Consumer Price Index (inflation rate with reference point October) + 2% annually for all contracted services.
3.3 Invoicing is monthly in respect of current work and expenses. Invoicing is annual in respect of the Corporate Domain Management (CDM) and Corporate Trademark Management (CTM) subscription services, as well as for the domain name registrations to be renewed in subsequent years. Invoices fall due
for payment thirty (30) days from invoice date and in the event of overdue payment, interest will be charged in accordance with the provisions in the Swedish Interest Act (1975:635) from the due date until payment is received. The correct invoice address is as stated in the Agreement or as the Customer subsequently informs Ports Group of in writing. Ports Group is entitled to charge the Customer partial fees or fee payments on account.
3.4 Ports Group is entitled to charge in arrears for any currency fluctuations and fee changes from the top domain administrators, authorities or suppliers, as well as transaction costs related to Ports Group’s payment instructions. For payments to local agents and authorities, a 10% surcharge is added to cover transaction- and administrative costs.
3.5 An estimate of costs for a case can be provided if the Customer requests. Any such estimation is based on the information available to Ports Group at any given time and is not a fixed price - the type of assignment may mean the estimation needs to be adjusted.
3.6 Ports Group is entitled to request payment in advance for fees and expenses, and may not perform the work for the Customer until such payment has been made. Advance payment may be required if, for example, following a credit check via a credit agency or other reason, Ports Group deems there to be a risk that Ports Group will not receive payment for future fees and expenses. A request for advance payment will never be an estimation or limitation of the case’s total cost.
3.7 The Parties agree that the Customer’s relevant trademark, design and domain name rights shall be administered by Ports Group during the full term of the Agreement. The administration may only be transferred away from Ports Group if Ports Group consents to such a transfer in writing or after notice of termination of the Agreement. If any administration of the Customer’s trademark, design and domain name rights is transferred away from Ports Group after the notice of termination but prior to the end of the term of the Agreement, the Customer nevertheless agrees to pay Port Group’s fees in full for the remainder of the Agreement term. In the event of termination of the Agreement, it is the Customer’s responsibility to provide Ports Group with the necessary information for Ports Group to be able to transfer all relevant trademark, design and domain name rights to the Customer or its new agent. Ports Group invoices on a current account basis for the work required in conjunction with moving the Customer’s licences. After the expiry of the Agreement, if the Customer has not moved all its licences, Ports Group will invoice the subscription fees (CTM and CDM) for the Customer’s remaining licences, as well as the renewal costs for the Customer’s remaining domain name registrations. Ports Group undertakes to cooperate with the Customer and/or its new agent in order to ensure the move is as fast as possible.
3.8 Any subscription fees already paid (CTM and CDM) and renewal costs for the Customer's domain name registrations are not repaid in the event of termination of the Agreement.
4. The right to resign from an assignment
4.1 If the Customer does not make payment to Ports Group in accordance with these Agreement General Terms and Conditions, Ports Group is entitled to resign from the Customer Assignment at any time. The same shall apply if Ports Group requests advance payment and such payment has not been made by the due date.
4.2 Ports Group is entitled to resign from the Assignment or terminate the Agreement with immediate effect if the Customer requests that Ports Group must act in a way that Ports Group feels is not in accordance with good business practices.
4.3 Ports Group may also terminate the Agreement with immediate effect if the Customer consciously provides false information, misleads Ports Group or otherwise acts in such a way as to have a significant negative impact on Ports Group's performance of the Assignment.
4.4 Ports Group may resign from the Assignment with 30 days’ notice, or any shorter time that may otherwise be required, if changes to applicable laws or regulations, or in the event that a decision from an authority or decision-making body, should mean that Ports Group’s ability to complete the Assignment is severely made more difficult or more expensive.
5. Personal data processing
5.1 Ports Group processes personal data in accordance with its applicable Integrity Policy, https://portsgroup.com/privacypolicy/integritetspolicy.pdf. Our Integrity Policy clarifies how we ensure that data processing is carried out in a responsible manner and in accordance with applicable legislation. As of 25 May 2018, the General Data Protection Regulation (‘GDPR’) applies within the EU/EES1.
5.2 To the extent that Ports Group processes personal data within the framework of the Assignment for the Customer in such a way that Ports Group is considered the personal data processor, this processing is regulated in accordance with Ports Group’s applicable Data Processing Annex, https://portsgroup.com/dataprocessing/databehandlingstillagg.pdf, unless otherwise agreed between the Parties.
6.1 The Parties undertake to not reveal to any third party confidential information that may be received from each other or which otherwise arises during the performance of the Assignment.
6.2 In this Agreement, the term ‘confidential information’ refers to all technical, financial, commercial or other information in respect of the Parties (or their parent companies or subsidiaries), with the exception of 1) information that is generally known or is made public knowledge by any means other than through breaches by a Party against the content of the Agreement; and 2) information that a Party has received from a third party without a breach of confidentiality.
6.3 In accordance with this point, confidential information may not be used for any other purpose than the performance of the Assignment. Points
6.1 – 6.3 shall remain applicable for the duration of the Agreement and for one (1) year following the Agreement's termination.
6.4 In the event that there is collaboration with or hiring of another party for the purpose of the Assignment, Ports Group is entitled to provide them with information which Ports Group deems relevant for performance of the Assignment.
6.5 If Ports Group resigns from the Assignment, it is entitled to provide its successor with the details required to complete the Assignment.
6.6 Ports Group has the right to disclose information about the Customer to the police, the tax authority or other authority, in the case of a criminal investigation or if Ports Group is required to provide such information based on law or authority decision.
7. The Customer's obligations
7.1 The Customer is responsible for ensuring that, to the extent of the Assignment objects (trademarks, patterns, domain names, etc.).
7.2 The Customer shall provide the information and the documentation requested by Ports Group in order to complete the Assignment. If Ports Group requests, the Customer shall also review any received documentation and provide Ports Group with clear instructions.
7.3 The Customer is responsible for ensuring that all information submitted in conjunction with an application to register a domain name, trademark or other assignment is correct, and must inform Ports Group of any amendments to such information.
8.1 Both the Customer and Ports Group must observe any official deadlines that they have been informed of. If there are any deadlines in the Assignment, the Customer must provide all relevant information in good time before the deadline in order for the work to be completed with due care. If this does not occur, Ports Group should, where possible, against reasonable fees and compensation for expenses, apply for a deadline extension, unless the circumstances dictate otherwise.
8.2 In good time before a deadline, the Customer must, under their own initiative, provide Ports Group with the necessary instructions for maintaining or waiving protective rights, even if the Customer has not received a reminder from Ports Group. The Customer’s instructions for maintaining or waiving a protective right must be clear and comprehensive. If instructions and the requested payment are not received in time, Ports Group may reasonably assume that the Customer wishes to waive the protective right.
9. Intellectual property rights and marketing
9.1 Copyright and other intellectual property rights for documents and work results that are generated by Ports Group within the framework of the Assignment will belong to Ports Group. However, the Customer is entitled to use such documents and work results for the purposes for which they have been created. Unless otherwise agreed, the Customer may not disseminate the documents and work results, nor use them for marketing purposes.
9.2 Ports Group is entitled to use the Customer’s logo, trade name and trademark in marketing contexts, such as quoting reference customers on the website and in other contexts, after having obtained the Customer’s written authorisation.
9.3 Once a specific Assignment for the Customer has become generally known, Ports Group may specify this Assignment in its marketing material and on its website. Such information may only contain details that are already public knowledge. If there is any reason to believe the Customer will react negatively, then written authorisation must be obtained.
10. Hiring external contractors
10.1 Ports Group is entitled to hire subcontractors for performing the Assignment and is in such cases responsible for the subcontractors’ work as if it were performed by Ports Group themselves. If such a subcontractor is a Group company of Ports Group, the Customer is only entitled to address Ports Group for claims or similar based on the Agreement.
10.2 The exception to point 10.1 is monitoring contractors used by Ports Group, such as for domain name and trademark monitoring. Ports Group cannot influence which hits each contractor reports/does not report, and Ports Group therefore cannot be held responsible for each monitoring contractor's work/product.
10.3 If Ports Group hires external consultants, such as specialists, as per the Customer’s instructions and on behalf of the Customer, this takes place independently to Ports Group and thus Ports Group is not responsible for the consultant’s work, nor for quotations submitted by such consultant, regardless of recommendations. However, in such a situation, and on the Customer’s behalf, Ports Group may accept a limitation in the consultant’s responsibilities. It is also the Customer’s responsibility to pay such consultant’s fees and expenses, regardless of whether they are invoiced directly to the Customer or via Ports Group.
11. Limitation of liability
11.1 Ports Group shall perform the Assignment to its best ability and is not responsible for achieving a specific result or certain outcome in the Assignment, unless otherwise specifically agreed between Ports Group and the Customer.
11.2 If an assignment or instructions should reach Ports Group too late, such as in an assignment with a deadline, Ports Group is free from all liability in not having dealt with the matter.
11.3 Ports Group is liable for damage suffered by the Customer only if the damage is caused by Ports Group through gross error, negligence or breach of Agreement in the performance of the Assignment.
11.4 Ports Group’s liability in no case covers indirect damages or loss arising during or in conjunction with this Agreement, including but not limited to lost profits, loss of income or expected cost savings, or loss of and/or damaged data or information.
11.5 Ports Group’s total liability for damage or other loss occurring during or in conjunction with this Agreement shall be limited to an amount equivalent to 100% of the total annual remuneration that is paid by the Customer, to a maximum of SEK 1,000,000. 11.6 The limitation of Ports Group’s liability to the amount stated in
11.5 also applies to multiple damages, whether these damages were caused by one and the same act or omission or by the same type of act or omission. This applies regardless of when the damages were caused or occurred.
11.7 Ports Group shall not be held liable for any damage that has arisen or risked occurring due to the Customer's actions or omissions. Neither is Ports Group responsible for recommendations or documentation based on incorrect or defective information from the Customer and/or a third party referred by the Client or for additional costs incurred as a result of such incorrect or defective information. Ports Group in addition, shall not be liable for any loss or damage arising as a result of the use of documents or work results in any other way or for any purpose other than for which they were produced or provided to the Customer by Ports Group.
11.8 Ports Group does not exercise any control over the information that passes through the ‘data network’ during use of the IT services ordered. Ports Group shall not be liable for interruptions or disruptions in third party services or for damage or loss in the event of interruptions, incorrect or non-delivery of data, transmitted computer viruses or other similar incidents. The Customer must themselves protect their own IT resources against unlawful access. Neither is Ports Group responsible if a user of the ‘IT network’, whatever type it may be, infringes on the Customer's data or computer resources and obtains access to, destroys or distorts information.
11.9 The Customer understands that operating DNS-records incorrectly may result in immediate interruption and shutdown of all services related to the affected domain names, which may lead to damages and/or loss. The Customer accepts that all use of the portal Ports.Management is at the Customer’s own risk. Furthermore, the Customer is fully responsible for any DNSchanges made by the Customer and, where applicable, for providing correct DNS-information / instructions to Ports Group. Ports Group takes no responsibility for any direct or indirect damages and/ or losses as a result of the Customer’s use of the portal or incorrect DNS-information / instructions provided by the Customer.
12. Force Majeure
12.1Ports Group AB is exempt from damages and other penalties for performance when any of its obligations are prevented or substantially impacted by circumstances that Ports Group AB could not control or foresee such as, for example, labour conflict, lightning, fire, government regulation, general shortage of transport, goods or energy or delay in connected networks. If completion of the Agreement is significantly prevented for a time longer than fifteen (15) days due to such circumstances, the Customer is entitled to then terminate the Agreement in writing with fifteen (15) days’ notice. This special termination right applies only as long as the hindrance lasts.
13.1 Ports Group shall primarily communicate with the Customer's contact person, others working for the Customer and others involved in the case, by email. Ports Group shall not be held liable for any risks that may arise through communicating via email. This also applies in respect of messages in these Agreement General Terms and Conditions. If the Customer prefers Ports Group to communicate in another way, the Customer shall inform Ports Group of this.
14. Compensation, complains, etc.
14.1 If the Customer wishes to make a complaint regarding the performance of the Assignment, they must contact the consultant who carried out the Assignment, or alternatively the relevant business area manager, as soon as possible. The Customer shall submit a complaint in writing within thirty (30) days of the Customer discovering or removing any defects in the performance of the assignment. Complaints or claims may never be submitted later than ninety (90) days after Ports Group’s final invoice for that issue. A complaint does not free the Customer from liability to pay for work already performed.
15. Transfer and related companies
15.1 The Agreement is between Ports Group and the Customer, and may not be transferred to a third party without the other Party’s written authorisation. Ports Group is however entitled to transfer their right to payment under this Agreement. Clarification: The information stated in point
15.1, for the sake of clarity, means that Ports Group only responds to the Customer, even though the Assignment may include services provided to third parties at the Customer's request, e.g. one of the Customer's related companies. This means the Customer has an exclusive right to contact Ports Group with claims based on the Agreement. These Agreement General Terms and Conditions shall also apply in relation to any related companies to the Customer.
16. Choice of law and resolution of disputes
16.1 These Agreement General Terms and Conditions and accompanying Agreement shall be interpreted and applied in accordance with Swedish law.
16.2 Any dispute, controversy or claim arising out of or in connection with these Agreement General Terms and Conditions, or violations, termination or invalidation as a result thereof shall be finally resolved by arbitration in the Stockholm Chamber of Commerce Arbitration Institute (the ‘Institute’). The arbitration proceedings will take place in Stockholm, Sweden.
16.3 The rules for simplified arbitration in the Stockholm Chamber of Commerce Arbitration Institute shall apply unless the Institute, given the complexity of the case, the amount in question and other circumstances, determines that arbitration rules in the Stockholm Chamber of Commerce Arbitration Institute shall be applied. In the latter case, the Institute shall also decide whether the arbitration panel shall consist of one or three arbitrators.
16.4 The parties agree not to disclose, without a time limitation, the existence or content or any decisions or amounts relating to proceedings, arbitration or mediation for the same. The provisions in this clause
16.4 shall not apply if it is contrary to law, other legislation, authority regulations, securities exchange provisions or securities exchange practices or otherwise required for the enforcement of a decision.
16.5 Regardless of points 16.2 and 16.3, Ports Group is entitled to bring an action for overdue claims in courts that have jurisdiction over the Customer and the Customer's assets.