1.1 These General Terms and Conditions ("T&C") govern all business relationships between we are era AB, registration number 556921-4330 ("Supplier"), and its customers ("Client"). Together, the Supplier and the Client are referred to as the "Parties", and each individually as a "Party". These T&C apply to all online advertising services provided by Supplier to the Client, as detailed in the applicable order form executed by both Parties. These T&C, together with the order form, constitute the binding agreement between the Parties (hereinafter referred to as the "Agreement").
1.2 All online advertising services provided by Supplier shall be rendered exclusively subject to these T&C. These T&C form an integral part of the Agreement. In the event of a conflict between these T&C and any applicable order form, the provisions of the order form shall prevail solely with respect to the specific matter in conflict.
1.3 Individual agreements deviating from these T&C shall take precedence only to the extent that their content has been expressly recorded in writing or confirmed by Supplier in written or text form (including by e-mail).
2.1 Supplier operates and markets channels, whether produced by Supplier or third parties, containing audio-visual and other content ("Channel(s)") on third-party online platforms and websites (including, without limitation, YouTube and Facebook), as well as on Supplier's own platforms, websites, online services, mobile services, and related applications (collectively, the "Supplier Network").
2.2 Supplier offers Client media solutions ("Advertising Material") across online platforms, websites, applications, online services and mobile services, both within and outside the Supplier Network, through two ad serving systems: Google Ad Manager and Google Ads. Operators of such platforms, websites, applications and services, whether within or outside the Supplier Network, are referred to as "Providers".
3.1 Where the Client is a media agency acting on behalf of an underlying advertiser, the Client must provide precise details of that advertiser (including full legal name, registered address, contact details, and VAT registration number). Supplier reserves the right to require written proof of the Client's mandate from the advertiser. Notwithstanding such disclosure, the Client shall at all times remain the sole contractual counterparty, and all invoices shall be addressed and issued to the Client.
4.1 The Client shall supply Supplier, in a timely manner and in accordance with Supplier's technical specifications set out at https://www.weareera.com/tech-specs, with all Advertising Material, tracking codes, target URLs, and any other information, content, documents or clarifications required by Supplier for the performance of its services. Unless otherwise agreed in writing, the Client shall deliver all such materials and information to Supplier no later than five (5) Business Days prior to the agreed campaign launch date.
4.2 Should the Client fail to fulfil its cooperation obligations under this clause, including, without limitation, failure to deliver materials within the agreed timeframes, Supplier shall bear no liability for any resulting delays, deficiencies or inability to perform. Supplier shall be entitled to suspend performance of the affected services until the Client has fulfilled its obligations in full. Any such failure or delay on the part of the Client shall not affect Supplier's right to full remuneration under the Agreement.
5.1 The Client warrants and undertakes that all Advertising Material shall at all times comply with: (i) Supplier's requirements and technical specifications; (ii) the then-current advertising policies and guidelines of all relevant Providers on whose platforms the Advertising Material is to be placed, including without limitation YouTube, Facebook, and any other applicable platform; and (iii) all applicable laws, regulations, codes of practice and industry standards in each jurisdiction in which the Advertising Material is to be displayed.
5.2 The Client bears sole and exclusive responsibility for ensuring the legality, accuracy, and regulatory compliance of all Advertising Material (including all content, claims, images, audio, and advertising messages contained therein) and of any content presented at the target URLs. Without limiting the foregoing, the Client warrants that all Advertising Material shall:
a) not be false, misleading, deceptive or likely to mislead consumers in any material respect;
b) not contain content that is defamatory, obscene, offensive, hateful, discriminatory or otherwise contrary to public policy or applicable community standards;
c) not promote, facilitate or depict any illegal activity, substance or service;
d) comply with all applicable consumer protection, advertising standards and marketing communication laws and regulations, including those governing comparative advertising, endorsements, testimonials and promotional offers;
e) comply with all applicable data protection and privacy laws and regulations, including the GDPR, in relation to any personal data collected, used or processed in connection with the Advertising Material or the target URLs;
f) not infringe any applicable intellectual property laws, including copyright, trade mark, design rights, database rights or any other proprietary rights of any third party;
g) not violate any right of personality, right of portrayal, right to privacy or any other personal rights of any individual featured in or associated with the Advertising Material; and
h) where the Advertising Material targets minors or is likely to be viewed by minors, comply with all applicable laws, regulations and guidelines governing advertising directed at children, including without limitation restrictions on content, targeting methods and data collection.
5.3 The Client represents and warrants that it holds all necessary licences, consents, clearances and authorisations required for: (i) the creation and publication of the Advertising Material; (ii) the use of any music, images, video, text, trademarks, personal likenesses or other third-party material incorporated therein; and (iii) the making of any claims or representations contained in the Advertising Material. The Client shall maintain all such licences, consents and authorisations in full force and effect throughout the campaign period.
5.4 The Client shall assure Supplier that all Advertising Material and its contractual use by Supplier and the Providers is not illegal, contrary to applicable law or regulation, or in violation of third-party rights. The Client shall indemnify and hold harmless Supplier in accordance with clause 14 against all third-party claims arising from any breach of the warranties in this clause 5.
5.5 The Client shall ensure that any collection, use, storage and processing of user data in connection with the campaign, including via tracking codes, pixels or similar technologies, is carried out strictly in accordance with applicable data protection laws and regulations and that all required end-user consents have been obtained prior to the launch of the campaign. The Client shall maintain records of such consents and make them available to Supplier upon request.
5.6 The verification of Advertising Material's lawfulness, regulatory compliance, accuracy or conformity with applicable Provider guidelines does not fall within the scope of Supplier's services and shall not be construed as such. Supplier's acceptance or publication of any Advertising Material shall not constitute an endorsement of, or assumption of responsibility for, the content of such material.
6.1 Supplier reserves the right to refuse placement of any Advertising Material that does not comply with its requirements, specifications, or the applicable advertising guidelines of the relevant Providers. In such event, the Client shall provide replacement Advertising Material that meets all applicable requirements as soon as practicable, and no later than two (2) Business Days following notification by Supplier.
6.2 Where Supplier has reasonable grounds to suspect that any Advertising Material is unlawful, contrary to applicable law or regulation, or infringes third-party rights, Supplier shall be entitled, at its sole discretion, to reject such Advertising Material and/or to suspend the relevant campaign immediately and without prior notice. The suspension shall continue until the Client has either conclusively resolved the matter or provided evidence satisfactory to Supplier that dispels the relevant concern. Supplier shall not be liable for any loss or damage suffered by the Client arising from such rejection or suspension.
6.3 Individual Providers (including YouTube and similar platforms) may independently reject Advertising Material or campaigns at their sole discretion. Supplier has no control over such decisions and shall bear no liability therefor. In the event of such a rejection where neither Party is at fault, both Parties shall be entitled to withdraw from the affected portion of the Agreement in respect of the relevant Provider. In relation to any campaign already in progress, the Agreement shall only remain in effect if the Client modifies the Advertising Material to a standard acceptable to the relevant Provider.
7.1 Supplier shall supply the agreed Advertising Material to the relevant Providers' platforms for integration, unless otherwise agreed between the Parties (in which case the Client may supply the Advertising Material directly to the Provider). The Advertising Material shall be published by the Providers on the agreed platforms for the agreed campaign period and made accessible to users upon individual demand. Where no end date for the campaign has been agreed, delivery shall continue until the agreed campaign target volume has been reached. Agreed campaign dates and deadlines shall be binding only where expressly designated as such in the order.
7.2 Unless specific Channels or placements are expressly agreed in the order, Supplier shall have sole discretion in selecting Channels and placements, having regard to the Client's campaign objectives. Supplier reserves the right, but is not obligated, to deliver the campaign outside the Supplier Network where this serves the stated campaign objectives. Unless expressly agreed otherwise in the order, Supplier provides no guarantee of specific placements or of delivery of any particular target volume on any specific placement.
7.3 The Client shall ensure that all Advertising Material is clearly and durably labelled as advertising in a manner that satisfies all applicable statutory and regulatory requirements.
8.1 Target volumes (including impressions and/or views) specified in the order for a defined campaign period shall be treated as non-binding estimates, unless expressly designated as binding in the order. For Google Ad Manager campaigns, Supplier shall forecast target volumes based on empirical data relating to the booked Channels, Provider platform, Advertising Material and campaign period. For the avoidance of doubt, target volumes cannot be forecasted for Google Ads campaigns.
8.2 As Supplier exercises no control over the technical operation of Providers' platforms, Channel content, or user activity, target volumes may be reached ahead of schedule or may not be fully achieved within the agreed campaign period. Supplier shall not be liable for any shortfall in target volumes arising from such factors.
8.3 In the event that a target volume is not reached within the agreed campaign period, Supplier shall notify the Client accordingly. Subject to availability, Supplier may, at the Client's election: (a) continue delivery within the agreed Channels and platforms for an appropriate supplemental period until the target volume is achieved; or (b) deliver the campaign, alternatively or additionally, on one or more other Channels and/or platforms within an appropriate supplemental period. Where subsequent delivery is not reasonably practicable given the Client's campaign objectives, the Parties shall negotiate in good faith to reach an appropriate resolution. Save as provided in this clause, the Client shall have no further claims in connection with failure to achieve the target volume. If the target volume is reached before the end of the agreed campaign period, Supplier shall be entitled to end the campaign. Supplier shall only be obliged to continue delivery until the end of the campaign period if the Parties have agreed in writing an increase in target volume and a corresponding increase in remuneration.
8.4 Where a target volume has been expressly designated as binding and is not achieved within the campaign period, Supplier shall have the right, in the first instance, to deliver the outstanding volume by way of subsequent delivery within a period of one (1) week. If such subsequent delivery is not achieved, or if it is not reasonably practicable having regard to the Client's campaign objectives, the Client shall be entitled to a pro-rata reduction in remuneration corresponding to the undelivered portion of the target volume, or such other remedy as the Parties may agree in writing.
9.1 Delivery tracking and reporting shall be carried out at Supplier's discretion via Google Ad Manager or Google Ads, as applicable.
9.2 Supplier's reporting shall be the sole and authoritative basis for counting and invoicing delivered target volumes. Any discrepancy between the Client's own tracking data and Supplier's figures shall only be considered where the variance exceeds ten percent (10%) of Supplier's reported figures. In such case, the Parties shall agree in good faith upon the authoritative quantity to be applied for the relevant campaign. For the avoidance of doubt, a discrepancy in tracked volumes that falls within the ten percent (10%) threshold set out in this clause shall not constitute a defect for the purposes of clause 12.
10.1 Where placement is not possible during the agreed campaign period for reasons outside Supplier's control (including acts or omissions of third parties or events of force majeure), Supplier shall either advance the campaign to the next available period or deliver it subsequently as soon as practicable. Supplier shall notify the Client promptly of any such deviation, and the Parties shall cooperate in good faith to identify a suitable alternative. In the event that the campaign cannot be rescheduled within four (4) weeks before or after the originally agreed campaign period, the Client may elect to either: (a) transfer the booking to an alternative platform proposed by Supplier (subject to availability); or (b) withdraw from the affected Agreement and receive an immediate refund of any remuneration already paid in respect of unperformed services.
10.2 If it is not possible to reschedule or subsequently deliver the campaign within the four (4) week window referred to in clause 10.1, Supplier reserves the right to cancel the order and refund to the Client all payments made for the unperformed services. In such event, the Client shall have no further claims against Supplier.
11.1 Supplier reserves the right to make minor adjustments to the booked Advertising Material and/or campaign period, provided that such adjustments do not exceed the customary scope and do not materially prejudice the Client's interests, including by way of adverse impact on advertising effectiveness or campaign objectives. Supplier shall notify the Client promptly of any such changes.
12.1 The Client shall be obliged to inspect the advertising campaign promptly following launch and to notify Supplier in writing (including by e-mail) of any discernible defects no later than seven (7) days after campaign launch. Failure to provide such notice within this period shall be deemed acceptance of the campaign's performance in relation to all discernible defects. Any defect that could not reasonably be identified during such inspection ("hidden defect") must be notified to Supplier in writing no later than two (2) Business Days following discovery. Failure to notify within this period shall constitute acceptance in respect of such hidden defect. Dispatch of notice within the prescribed period shall be sufficient. Where third-party tags have been integrated at the Client's request, Supplier shall bear no liability for any defective performance attributable to such tags.
12.2 In the event of defective performance duly notified in accordance with clause 12.1, the Client's primary remedy shall be to require cure by way of subsequent delivery of the campaign or the affected portion thereof within an appropriate period. In the event that such remedy is not achieved within an appropriate period, the Parties shall negotiate in good faith to reach an equitable resolution.
12.3 Where defective performance or non-performance relates to services rendered not by Supplier itself but by third parties (including delivery of Advertising Material by Providers), Supplier may assign to the Client any rights it holds against such third parties, provide all associated information, and require that the Client initially pursue all claims directly against the relevant third party, including by recourse to the courts, unless: (i) such claim has no reasonable prospect of success (e.g. due to the third party's insolvency); or (ii) such a requirement is otherwise unreasonable in the circumstances. Where recourse to the third party fails for reasons not attributable to the Client, the Client may assert its claims directly against Supplier, subject to the applicable provisions of these T&C and conditional upon the concurrent reassignment to Supplier of all claims held against the third party.
12.4 All claims arising from defects and other claims arising from defective performance or non-performance shall be subject to a limitation period of one (1) year, commencing from the date of Supplier's provision of the relevant services under the Agreement.
12.5 The Client shall have no claims in respect of defects or defective performance to the extent that such defects or performance failures arise from: (i) the Client's failure to comply with its cooperation obligations; (ii) express instructions or requests given by the Client; (iii) deficient or incomplete materials provided by the Client; or (iv) the Client's use of the services in a manner inconsistent with applicable Provider guidelines.
13.1 The Client hereby grants to Supplier, for the agreed campaign period (and any applicable periods of subsequent delivery or makegood), a non-exclusive, non-transferable, worldwide right to integrate, publish, and make available the Advertising Material within the agreed Channels and platforms, and to transmit, broadcast, send, and reproduce the Advertising Material, for access by members of the public and closed user groups via fixed and mobile communication networks, at times and locations of their choosing, whether on demand or as a push service, and whether for simultaneous or consecutive use. Supplier shall be entitled to grant the relevant Providers sublicences of the foregoing rights of use to the extent necessary for the performance of Supplier's obligations.
13.2 The grant of rights in clause 13.1 includes, without limitation:
a) all digital and analogue transmission and retrieval methods, including via cable, satellite (fixed and mobile), radiocommunication, terrestrial and microwave transmission, and all current and future communication protocols (including HSDPA, GPRS, UMTS, LTE, WLAN, WiMAX, ISDN, DSL and TV cable);
b) playback, downloading and storage on any user device (including PCs, tablets, televisions, set-top boxes, video recorders, mobile phones and smartphones); and
c) capture and storage of the Advertising Material in machine-readable format within electronic databases of Supplier and its sublicensees, and the making available of such Advertising Material to users.
13.3 The rights granted under this clause 13 extend specifically to all copyright and neighbouring rights in the Advertising Material, rights of personality and portrayal, name and title rights, trade mark rights, and all other protected signs, indications of geographical origin or commercial designations.
13.4 In addition, the Client grants to Supplier and its affiliated companies a simple, time-limited and geographically restricted right to:
a) store, process and aggregate anonymised campaign data recorded by Supplier, and link such data with data from other customers, for Supplier's internal business purposes, including for the generation of performance statistics, analysis and improvement of Supplier's services, fraud prevention and detection, and the marketing of Supplier's services and the Channels to third parties; and
b) incorporate Advertising Material and campaign data into Supplier's (and its affiliates') marketing materials (e.g. screenshots in presentations and promotional videos) for the purposes of marketing Supplier's services.
13.5 The Client represents and warrants that:
a) it is the legal and beneficial owner of, or is otherwise duly authorised to grant, all rights conferred upon Supplier under this clause 13;
b) the rights of use granted are free from any encumbrances or third-party rights that would impair or restrict Supplier's contractual exercise of such rights, and the exercise of such rights shall not infringe any third-party rights; and
c) it holds all necessary domain rights in the target URLs or is otherwise duly authorised to market such target URLs.
14.1 The Client shall indemnify, defend and hold harmless Supplier, its Channel producers and the relevant Providers, on demand and to the fullest extent permitted by applicable law, against all third-party claims, demands, proceedings, damages, costs, losses and expenses (including reasonable legal costs and attorneys' fees) arising from or in connection with any breach of the Client's obligations or warranties under this Agreement, any infringement of third-party rights arising from the Advertising Material, or any unlawful act or omission by the Client. Supplier shall notify the Client without undue delay upon becoming aware of any such third-party claim and shall, subject to the Client's compliance with this clause, grant the Client reasonable cooperation in the defence of such claim.
15.1 Remuneration payable by the Client, including any applicable discounts, shall be as set out in the relevant order. The agreed remuneration does not include any licence fees that may be payable to performing rights societies or collective management organisations (including STIM or equivalent bodies) for the online making available of works or performances incorporated in the Advertising Material that are subject to copyright protection.
15.2 Unless otherwise agreed in writing, all invoices issued by Supplier shall be payable by the Client within twenty (20) days of the invoice date. Invoices shall be issued by Supplier promptly upon the expiry of the campaign period. Where services are delivered via Google Programmatic Advertising, the Client acknowledges and agrees that invoices may be issued directly by Google.
15.3 Where an invoice remains unpaid after the due date, Supplier shall be entitled to issue a written payment reminder. If payment is not received within seven (7) days of such reminder, Supplier shall, in addition to its right to charge interest under clause 15.6, be entitled to terminate the Agreement in accordance with clause 19.2(a).
15.4 Supplier shall provide the Client with a campaign performance report within two (2) months following the end of each campaign. The report shall include a summary of delivered target volumes.
15.5 All agreed prices are exclusive of VAT. VAT shall be added to all invoices at the applicable statutory rate, where applicable.
15.6 Supplier reserves the right to conduct a credit assessment (via UC or an equivalent credit reference agency) in respect of new Clients or Clients who have been inactive for an extended period. Supplier shall be entitled, at its sole discretion, to make the provision of services conditional upon the results of such assessment, including by requiring advance payment, a credit limit, or the provision of security.
15.7 In the event that any invoice remains unpaid after the due date, Supplier shall be entitled to charge interest on the outstanding amount at the rate of eight (8) percentage points above the applicable reference interest rate from time to time, calculated from the due date until the date of actual payment in full.
16.1 The Client shall not be entitled to set off any counterclaims against payment obligations to Supplier, nor to withhold any payments due to Supplier, unless the Client's counterclaim has been: (i) finally adjudicated and determined by a court of competent jurisdiction; (ii) expressly acknowledged in writing by Supplier; or (iii) accepted by Supplier.
17.1 Supplier's liability to the Client shall be limited to loss or damage arising directly and solely from Supplier's own wilful misconduct or gross negligence in the performance of its obligations under the Agreement. Supplier shall not be liable for any indirect, consequential, incidental, special or punitive loss or damage, loss of revenue, loss of profit, loss of anticipated savings, loss of data, or loss of business opportunity, whether arising in contract, tort (including negligence), or otherwise, and whether or not Supplier has been advised of the possibility of such loss or damage. Nothing in this clause shall limit or exclude liability that cannot be excluded or limited under applicable law.
18.1 Supplier shall be entitled to identify the Client as a customer in its marketing materials and communications to third parties. Where the Client is a media agency, Supplier shall also be entitled to identify the underlying advertising client (on whose behalf the agency acts) as a customer of Supplier in such materials and communications.
19.1 The Agreement shall enter into force on the date of execution by both Parties and shall remain in effect until all agreed services under the relevant campaign have been fully performed. The Client shall have no right to cancel the campaign for convenience. Any cancellation by the Client shall only be permissible on the grounds expressly set out in this Agreement.
19.2 Supplier may cancel the campaign for any reason upon written notice delivered no later than thirty (30) days prior to the agreed campaign launch date. Where Supplier exercises such cancellation right, any amounts already paid by the Client in respect of unperformed services shall be refunded in full.
19.3 Where the Client requests cancellation within sixty (60) days prior to the agreed campaign launch date, Supplier shall be entitled to charge a cancellation fee equal to one hundred percent (100%) of the total agreed campaign fees, as compensation for resource allocation, production time, reserved inventory and associated opportunity costs.
19.4 Either Party shall have the right to terminate the Agreement with immediate effect by written notice if:
a) Non-Payment: the Client fails to pay any overdue amount within seven (7) days of receiving a written payment reminder from Supplier;
b) Unlawful or Non-Compliant Advertising Material: the Advertising Material provided by the Client is unlawful, contrary to public policy, or infringes third-party rights, and the Client fails to provide compliant replacement Advertising Material within one (1) Business Day of receiving a written request from Supplier;
c) Insolvency: the other Party becomes insolvent, enters into bankruptcy, receivership, administration, liquidation or any arrangement with creditors, or any circumstances arise that are reasonably likely to materially impair the other Party's ability to perform its obligations under the Agreement;
d) Material Breach: the other Party commits a material breach of this Agreement and, where such breach is capable of remedy, fails to remedy it within five (5) days of receiving written notice requiring it to do so; or
e) Reputational or Compliance Risk: Supplier determines, acting reasonably and in good faith, that continuation of the campaign is likely to expose Supplier to material legal, regulatory, reputational or compliance risks.
19.3 Any provisions of this Agreement which by their nature are intended to survive termination or expiry, including without limitation, clauses 13, 14, 15 and 22, shall remain in full force and effect following termination or expiry of the Agreement, howsoever arising.
19.4 Upon termination of the Agreement for any reason:
a) all amounts invoiced by Supplier and outstanding at the date of termination shall become immediately due and payable by the Client, regardless of which Party initiated termination;
b) where Supplier terminates pursuant to clause 19.2(a), 19.2(b) or 19.2(d), the Client shall pay Supplier the full agreed campaign fees in their entirety, regardless of the stage of delivery reached at the date of termination. Supplier shall be entitled to invoice for the full outstanding amount immediately upon termination, and the Client shall have no entitlement to any refund of amounts already paid;
c) where the Client terminates pursuant to clause 19.2 due solely to Supplier's material breach or Supplier's insolvency under clause 19.2(c), the Client shall be entitled to a pro-rata refund of any pre-paid fees attributable solely to services not yet performed at the date of termination; and
d) for the avoidance of doubt, termination of the Agreement shall not affect any accrued rights or liabilities of either Party existing at the date of termination, nor shall it affect the continued operation of any provisions intended to survive termination in accordance with clause 19.3
20.1 Supplier reserves the right to amend these T&C at any time with effect for the future. Any proposed amendments shall be communicated to the Client in writing (including by e-mail) no later than two (2) weeks prior to their intended effective date. If the Client does not object to the proposed amendments in writing within two (2) weeks of receipt of such notice, the amended T&C shall be deemed accepted by the Client.
20.2 If the Client raises a timely written objection, Supplier may elect to: (i) continue the Agreement under the existing T&C for a transitional period to be determined by Supplier; or (ii) terminate the Agreement with immediate effect or with effect from the intended effective date of the amended T&C. Until such termination becomes effective, the then-current T&C shall apply.
21.1 Each Party shall independently determine the purposes and means of any processing of personal data carried out in connection with the Agreement and shall act as an independent controller within the meaning of Art. 4 (7) GDPR, unless expressly agreed otherwise in writing. The mere exchange of personal data between the Parties in the performance of the Agreement shall not establish a processor relationship. Each Party shall be solely responsible for ensuring that its processing complies with applicable data protection laws, including having a valid legal basis pursuant to Art. 6 GDPR, observing the principles of Art. 5 GDPR, and implementing appropriate technical and organisational measures in accordance with Art. 32 GDPR. Client shall include that information in his privacy notice (e.g. displayed on his website) regarding the subject matter of the Agreement which are required that We are Era can invoke Art. 14 (5) GDPR. Each party shall be responsible to respond to data subject requests under Chapter III GDPR relating to its respective processing activities.
21.2 Personal data received from the other Party shall be treated as confidential and retained only for as long as necessary for the Party’s own lawful purposes, after which it shall be deleted or anonymised unless statutory retention obligations apply.
21.3 Notwithstanding the foregoing, and only if and to the extent the Parties are deemed to act as joint controllers pursuant to Art. 26 GDPR with respect to specific processing activities, the Parties shall jointly determine and document their respective responsibilities in relation to such processing, in particular with regard to transparency obligations and the handling of data subject rights, while each Party shall remain responsible for implementing appropriate security measures and for the lawfulness of the personal data it transfers. The Parties agree that data subjects may exercise their rights against either Party and the Parties shall – if and to the extent permitted by applicable law – liaise in good faith and a timely manner upon receival of such a request in order to respond comprehensively to the data subject and comply with the made request. If materially required, each Party shall inform the respective other Party about changes of the processing which might result in additional responsibilities (e.g. changes of purpose which would require additional information under Art. 13/14 GDPR). As between the Parties, each Party shall be liable for its own breaches of applicable data protection law and shall indemnify the other Party to the extent it is held liable for damage caused by such breach, in accordance with Art. 82(5) GDPR. The obligations under this clause shall survive termination of the Agreement.
22.1 Should any provision of an order (including these T&C and any supplemental terms) be or become invalid, void or unenforceable, the remaining provisions shall continue in full force and effect. The Parties undertake to replace any such invalid or unenforceable provision with a valid provision that most closely reflects the commercial and economic intent of the original provision. The same shall apply to any gaps or omissions in the Agreement.
22.2 Any amendment to, supplement of, or variation of this Agreement (including a waiver of the written form requirement) must be made in writing and signed by duly authorised representatives of both Parties in order to be legally effective. Any oral agreement or understanding purporting to amend this Agreement shall be of no legal effect.
23.1 This Agreement shall be governed by and construed in accordance with the substantive laws of Sweden, excluding its conflict of laws provisions.
23.2 Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
23.3 The seat of arbitration shall be Stockholm, Sweden. The language of the arbitral proceedings shall be Swedish.
