ProQoda AB (Ltd.) corporate ID number: 559131-5600 (referred to as ”ProQoda”), operating out of Ingenjörsgatan 9, 411 19 Göteborg, Sweden.
1.1 ProQoda is a digital agency based in Gothenburg offering a range of prodcuts and services, e.g. software development, web- and mobile app development, branding, graphic design, and various digital marketing services.
2.1 The following terms and conditions (”The Agreement”) apply when acquiring ProQoda’s products and services. ProQoda provides primarily two types of services/products to customers (”The Customer”), and what The Customer is agreeing to acquire has been specified in a proposal and/or project scope documentation (”The Proposal”). Depending on the scope and nature of the product or service, an email quotation could suffice as The Proposal. The Agreement comprises the purchase of a service or product that is produced by ProQoda and/or a subcontractor/supplier and transferred or delivered to The Customer on a set date or within a set time frame (”The Product”). Alternatively The Agreement can comprise an on-going service that is produced and delivered and/or published (”The Ongoing Project”) and billed hourly or as a periodic fee (”The Retainer”) outlined in The Proposal.
2.2 ProQoda and The Customer are combined referred to as (”The Parties”) or separately as (”The Party”).
2.3 The Customer can cancel The Ongoing Project upon a three month written notice by certified mail or email. The Retainer for the remaining three months will still be due.
2.4 In the event that The Customer requests ProQoda to purchase third-party products or services e.g. domain registration, hosting, and other similar products that have not been outlined in The Proposal, ProQoda will charge separate fees for these previously unspecified services or products.
2.5 The Parties shall appoint a contact person from respective organization that will be responsible for primary communication and exchange of essential information throughout the period of the project.
3.1 Qoda is responsible to carry out the terms of The Agreement in a professional manner and to apply best practices.
3.2 ProQoda is responsible to deliver The Product or The Ongoing Project by the deadline that has been agreed on by The Parties, if such a deadline exists. If The Customer requests additional services that have not been specified in The Proposal or changes to the existing Proposal, The Customer must be aware of potential delays. ProQoda it not liable for potential delays caused by additions or changes requested by The Customer. In such scenario ProQoda is able to deliver The Product or The Ongoing Project at a later date than the agreed on deadline without repercussions.
4.1 The Customer is ultimately responsible to provide all necessary and adequate assets, information and overall content for The Product orThe Ongoing Project to be carried out. The Customer is also responsible to provide this within a reasonable time from the commencement of The Agreement. Delays in providing essential required information and assets will result in delays of The Project or The Ongoing Project deadline and ultimately potential dissolution of The Agreement.
4.2 If The Customer provides ProQoda with assets such as but not limited to images, graphics, music, and verbiage, The Customer is responsible for written disclosures of any necessary licensing or attribution needs and therefor responsible for any legal ramifications such as but not limited to economic sanctions in the absence of such communication. The Customer will remain responsible for any damages, direct as well as indirect resulting from improper use of intellectual property.
5.1 Upon receiving a digital invoice The Customer shall pay:
For The Product: 50% of the total project fee [USD] excluding VAT (where applicable). The remaining 50% shall be paid in full upon presentation of The Product. Upon receiving afull payment, ProQoda will deliver The Product (e.g. transfer of files and/or assets).
For The Ongoing Project: on the 1st day of every calendar month or as agreed on by The Parties in writing, 100% of The Retainer [USD] excluding VAT (where applicable). Where compensation is based on hourly fee, each commenced hour will be billed in full.
5.2 In cases where ProQoda and The Customer have not agreed in writing a specific fee for The Project or The Ongoing Project, The Customer shall pay compensation according to hourly fee of 800 SEK or at the current exchange rate in [USD]. In such cases each commenced hour will be billed in full.
5.3 ProQoda will charge a separate fee for printed invoices and receipts.
5.4 Accepted modes of payment are bank wires to ProQoda’s bank account: [contact us for details] or PayPal (through provided payment links).
5.5 Standard payment terms are 14 calendar days.
5.6 If invoice is not paid in full by the due date a reminder fee will be applicable and a penalty interest of 8%.
5.7 The Customer is responsible for direct payments of third-party digital ad campaign budgets (e.g. Facebook or Google ads). In the event that the burden of payment falls on ProQoda, a separate fee will be charged.
6.1 The Customer ensures that it retains all necessary licenses and attributions for any assets submitted to ProQoda for use.
6.2 The Customer will retain all intellectual property of The Product and The Ongoing Project, where applicable.
6.3 In the event that The Customer requests access to “original design files”, ProQoda has the right to charge a separate fee.
6.4 If in the course of a project it is necessary to acquire assets such as multimedia files that carry licensing and other fees, ProQoda will invoice The Customer for the acquisitions that may have not been outlined in The Proposal.
6.5 The Customer is ultimately responsible for the proper use of open-source softwares and plug-ins as well as the appropriate licensing where applicable. ProQoda is responsible to abide by any guidelines that The Customer provides for acquired software licenses and/or approval of use where applicable.
7.1 The Parties are forbidden to disclose or share in any shape or form the details of the partnership and the project with any unauthorized party until delivery of The Product or otherwise agreed on in writing. The Parties are also strictly forbidden to share details learned about respective organization such as business practices or any information that can be considered a trade secret, even after delivery of The Product or The Ongoing Project.
7.2 The Parties are also required to use best practices and apply extra measures when necessary to protect information and trade secrets where its proliferation could potentially harm the business and livelihood of the other Party.
7.3 ProQoda reserves the right to include a developer signature in the form of a backlink to its own website in different capacities in The Product or The Ongoing Project, unless otherwise agreed on with The Customer in writing.
7.4 ProQoda reserves the right to use existing and previous clients as well as completed projects as a portfolio showcase unless otherwise agreed on with The Customer in writing.
8.1 If either Party is in breach of this contract it will have to pay upon request to the other Party, the amount of ten thousand Swedish krona (SEK). However The Party in breach may upon request of the other Party instead pay actual losses or damages as a result of the breach.
8.2 In the event of material breach of the contract by either Party, the other Party is entitled to terminate The Agreement. Material breach is of such nature that has considerable resulting effects that The Party in breach is aware of or should have been aware of.
8.3 The Party seeking restitution has to make the claim no later than (90) calendar days after the breach of contract has come to The Parties knowledge.
8.4 A Party is exempt from the penalty/restitution for failure to fulfil certain obligations under The Agreement, if the failure is due to certain special circumstances (“Liberating Circumstances”) that prevent, unreasonably complicates, or delays The Project. Liberating Circumstances are of such nature but not limited to government directive or failure, new or amended legislation, labor market conflict, blockade, fire, flood or accident event. ProQoda may also claim exemption if the currency exchange rate between the USD and the SEK is significantly and adveresly impacted to the order of 12% devaluation or deprecation from the date The Agreement commenced. The Party claiming exemption pursuant to the above provisions shall promptly notify the other Party without any delay. In the event of delays that extend above (90) calendar days and that are due to Liberating Circumstances, either Party has the right to terminate The Agreement without any further repercussions.
9.1 This Agreement only governs the partnership between ProQoda and The Customer.
9.2 If a ProQoda subcontractor/supplier does not fulfil its obligations to the extent where delays arise and performance of the Agreement is jeopardized, ProQoda can not be held liable. “Subcontractors” and “suppliers are in reference to professional consultants as well as service providers; e.g. hosting companies and domain registrar companies.
9.3 ProQoda is not responsible for regular or periodic updates of softwares, websites or other applications that ProQoda has created for the Customer. Any and all maintenance and updating services that are expected by The Customer has to be outlined in The Proposal.
9.4 ProQoda is not responsible for and cannot guarantee the fulfilment of specific results (sales, revenue, traffic, search optimization or the like) for the Customer in connection with the sale of The Product or The Ongoing Project.
9.5 ProQoda reserves the right to hire subcontractors/suppliers.
9.6 Optimizing The Product or The Ongoing Project to web browser Microsoft Internet Explorer (all versions) is not included or a standard feature unless agreed to in writing.
10.1 All written or oral commitments and representations that preceded The Agreement are superseded by the contents of this Agreement and any possible attachments.
11.1 The parties' rights and obligations under this Agreement may not be transferred, in whole or in part, without the written consent of the other Party.
12.1 Should any provision of this Agreement or part thereof be found invalid, it shall not result in the Agreement as a whole being invalid. To the extent that the invalidity significantly affects the sharing of or performance of Parts under the Agreement, reasonable adjustment shall be made.
13.1 Notice of termination or other notices of importance shall be by courier, registered mail or e-mail to the disclosed address of the parties.
The message shall be deemed to have been received by the recipient
a. if delivered by courier: when delivered;
b. if sent by registered mail: two days after delivery for domestic postal service and 7 days for international service;
c. if sent by e-mail: upon the recipients acknowledgment of receipt.
13.2 Change of address shall be notified to the other Party in the manner prescribed in 13.1.
14.1 Disputes arising from this Agreement shall be settled under Swedish law at the Gothenburg District Court as the first instance.