ArrivalGuides AB (“ArrivalGuides”), a company incorporated in Sweden (org. No 556406-1124), having it's registered address at Lilla Bommen 6 Gothenburg, and the Distribution Client (each a “Party”, together “the Parties”), have this day entered into this Distribution Content Client agreement.1. UNDERTAKINGS BY ARRIVALGUIDES
- ArrivalGuides shall make the ArrivalGuides Solution available to the Partner 24 hours a day, 7 days a week (with the exception of less than 1% monthly downtime for service and similar).
- The ArrivalGuides content is updated on a regular basis, at least once per year. However, due to the nature of the information, ArrivalGuides can not be made accountable for any errors.
- ArrivalGuides shall ensure that it does not infringe any third party’s IPR in its contractual performance.
- Inform the partner (via email) of any significant changes to the solutions or content. ArrivalGuides will do so to the email address indicated in this Agreement.
2. UNDERTAKINGS BY THE PARTNER
- To appoint ArrivalGuides as its official partner and give ArrivalGuides the right to refer to and communicate this relationship to any third party during the term of this Agreement.
- To promptly notify ArrivalGuides if the destination guides can not be downloaded or if any other problems with the solution or distribution occur.
- Supply ArrivalGuides with a testimonial and a quote for the press release.
- Include reference to ArrivalGuides and a link to www.arrivalguides.com in all places that content is used.
- First year invoicing of order will be processed as per signature date of partner and payment is due within thirty (30) days. Order date is the signature date of partner. Invoicing will be executed either from ArrivalGuides or our partner Alektum Group.
- Invoicing from year 2 and onward will be processed around 30 days before start of the new agreement period and payment is due within thirty (30) days.
- This Agreement runs for three (3) years and shall automatically renew for successive three-year terms unless the Distribution Partner gives written notice to terminate ninety (90) days prior to the anniversary date. The Parties acknowledge and agree that this notice requirement is a reasonable notice requirement, and that the automatic renewal provision for like periods, is, likewise, reasonable
- ArrivalGuides reserves the right to limit or stop access to the ArrivalGuides Solution if a payment is not received at payment date.
- If no VAT-number is supplied above ArrivalGuides must invoice the legally required Swedish VAT (only valid for companies within the European Union).
- Some pdf guides will include selected advertising from businesses that wishes to reach the incoming traveler.
- There will be a 20% interest charge on late invoices from the contracted maturity date.
- As from 2013-03-16 a delayed payment penalty fee of 43 EUR according to Swedish law (1981:739) will be charged.
- The agreement runs in 36 month periods.
- All solutions and content must be removed within ten (10) days of agreement end. Failure to do so will result in a new agreement period.
- Termination of the agreement during an ongoing agreement period is only possible, if a party is:
- in material breach of this agreement and if that breach is not remedied within thirty (30) days of written notification
- unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other party
In the event of late payment by more than 30 days by the client, ArrivalGuides reserves the right to limit or stop the clients access to the ArrivalGuides Solution.
4. INTELLECTUAL PROPERTY RIGHTS
All materials, including, but not limited to, the ArrivalGuides solution, any software, programs, source code and object code, comments to the source or object code, specifications, documents, abstracts and summaries thereof, any routines, methodologies, processes, libraries, tools or technologies created, adapted or used by ArrivalGuides in its business generally, including all associated intellectual property rights (collectively, the “materials”), shall be and remain the sole property of ArrivalGuides, and the distribution partner shall have no interest in or claim to the materials. Upon termination of the agreement, ArrivalGuides shall reserve the right to use and distribute any content entered into the ArrivalGuides CMS by the Destination Partner, and shall not be liable for any associated copyright claims.5. CONFIDENTIALITY
The parties agree to hold each other's proprietary or confidential information in strict confidence. The parties agree not to make each other's proprietary or confidential information available in any form to any third party or to use each other's proprietary or confidential information for any purpose other than as specified in this agreement. Each party's proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this agreement, the parties acknowledge and agree that their obligations of confidentiality with respect to proprietary or confidential information shall continue in effect for a total period of three (3) years from the effective date.
This clause does not apply to information which the receiving Party can show by reference to documentary or other evidence
a. is already public knowledge or which becomes public other than as a result of a breach of this Agreement, or
b. is received from a third party who is not under an obligation of confidentiality in relation to the information, or was rightfully in its possession before the start of negotiations leading to this Agreement, or
c. a Party is obliged to disclose due to applicable legislation, decisions/orders by authorities or courts, or due to the rules or practices of any recognized stock exchange applicable to such Party.
6. AMENDMENTS AND ASSIGNMENTS
To be valid, amendments or changes to this Agreement shall be in writing and signed by both Parties or confirmed by email.
Neither Party may assign, subcontract or otherwise transfer this Agreement or any of its rights and obligations under it whether in whole or in part without the prior written consent of the other Party.
7. FORCE MAJEURE
For the purpose of this clause a “Force Majeure Event” means an event the occurrence of which is beyond the reasonable control of either Party, including (without limitation) the following: Act of God, explosion, earthquake or act of terrorism.
If a Force Majeure Event occurs which prevents a Party ("the Affected Party") from performing any of its obligations to the other ("the Other Party"), or causes a delay in performance, the Affected Party shall not be liable to the Other Party and shall be released from its obligations to perform hereunder the extent that its ability to perform the Services has been directly affected by the Force Majeure Event, provided that the Affected Party notifies the Other Party in writing as soon as reasonably practical of the occurrence of the Force Majeure Event and the nature and likely duration of its impact upon the Other Party and provided that the Affected Party takes all reasonable steps to mitigate the impact of the Force Majeure Event.
If the impact of the Force Majeure Event upon the Affected Party continues for a period of no less than 30 consecutive days the Affected Party may, by written notice, terminate this Agreement in whole (but not in part) with immediate effect.
8. EXCLUSION OF INDIRECT DAMAGES.
In no event will either party be liable under this agreement for any consequential, incidental, indirect, exemplary, special or punitive damages.
9. CAP ON MONETARY LIABILITY
Except as to available liability insurance for the party at fault or in breach, in no event will either party’s liability under this agreement or any statement of work exceed the aggregate fees paid to the other party under this agreement.
10. GOVERNING LAW
This Agreement is governed by and construed in accordance with Swedish law. The parties specifically agree that any and all disputes arising out of or in connection with the present Agreement shall be finally settled under Swedish law in a Swedish court of law.
Both parties certify having express authority to bind the cooperation