Purchase Order Terms & Conditions
Sugi Group AB reg. no. 5590d09-0378, box 65, Birger Jarlsgatan 57 C, 113 56 Stockholm (”Bower”) has developed a software service that together with a mobile application encourages and rewards consumers for the recycling and reuse of products such as packaging, electronics and textile as further described in Section 2 below (the “Service”).
The following terms and conditions govern the relationship between a company (the “Customer”) that has signed a written quote form Bower (the “Quote”) in order to include the Customer’s brands/products in the Service. The Quote and these terms and conditions together make up this “Agreement”. In case of any discrepancies between these terms and conditions and the Quote, the text in the Quote shall be given precedence.
2. Bower’s Commitments and Provision of the Service
Bower undertakes to provide the Service in the form of a smartphone app available on AppStore and Google Play that includes the ability for consumers to:
- locate public recycling and approved stations and other state-approved recycling stations and enabling recycling using the app only within an approved radius from one station;
- scan connected packaging to give consumers incentives and/or coupons in the app;
- deliver the incentive and/or coupon to consumers via the app and enable the consumer to redeem the coupon in approved stores; and
- contact Bower customer support to answer consumers’ complaints and questions.
If agreed in the Quote, Bower will also provide the Customer with a monthly report containing the amount of scanned packaging, for the previous month.
3. The Customer’s Commitments
The Customer shall:
- pay the license fees for participation in the Bower program i.e., connecting the Consumer’s products to the Service, according to the Quote; and
- deliver to Bower any updated logos, marketing material, text-files and EAN-codes on connected products that is required in order for Bower to provide the Service.
The Customer may also, at its election, create digital coupons that Bower can use to provide incentive to consumers.
4. Availability of the Service
The country[ies] in which the Service is available for use by consumers is specified in the Quote.
5. Use of Information
Bower is free to use information and data regarding the recycling of the Customer’s products connected to the Service and shall be able to use statistics generated from consumers use of the Service in order to make changes and improvements to the Service. Bower also has the right to provide general information about consumers use of the Service related to the Customer's products for marketing and external communication regarding the Service.
With the exception of Bower’s right to use Customer’s Information as described above, Bower undertakes to treat any information it receives about the Customer as a result of this Agreement confidential and to not disclose or provide such information to any third party without the Customer’s prior written approval.
The Customer undertakes to note use any information it has received about Bower and the Service for other purposes than the provision of the Service, neither for its own or anyone else, without the written approval of Bower.
6. Fees and Payment
For the Service and any ancillary services, the Customer shall pay to Bower the license fees specified in the Quote. Payment shall be made no later than 30 days from the date of invoice, unless otherwise agreed in the Quote. The license fees in the Quote are based on the number of brands the Customer has connected to the Service in each country and the expected number of recycled products during the term of the agreement. The fees in the Quote are subject to adjustments for the number of brands connected to the Service, the expected number of recycled products and the number of countries in which the Consumer’s products shall be available in the Service.
In addition to the above, and Section 8 below, Bower reserves the right to at the start of each calendar year adjust the license fees subject to the Swedish Consumer Price Index (“CPI”) (Sw: Konsumentprisindex), without giving prior notice to the Customer. The adjustment shall be made as a comparison against CPI for December preceding the yearly adjustment whereby the reference month shall be December the previous year. Consequently, the license fees will be adjusted in January each year in accordance with the above.
7. Intellectual Property Rights
Bower owns and holds any and all intellectual property rights related to the Service on the Bower platform and mobile application and shall own and hold all intellectual property rights to changes and improvements to the Service. The Customer owns and holds any and all intellectual property rights related to its logos, marketing material, text-files and EAN-codes on the connected products. No intellectual property rights are transferred between the parties as a result of this Agreement
Bower shall have a limited right during the term of this Agreement to use the Customer's selected trademarks and product names for use for the purpose of the Service. Bower undertakes to follow the Customer's instructions regarding profiling, logos / branding, symbols or other intellectual property rights. Upon termination of the agreement, Bower shall immediately cease using trademarks, product names, symbols and / or other intellectual property rights owned by the Customer.
Bower guarantees to the Customer that the Services can be used freely by consumers in accordance with this Agreement and that the software in the Service is not burdened by or infringes on any third party’s rights.
8. Term of the Agreement
This Agreement is valid from its signing and for a term of 12 months starting from the date of launch of the Customer’s brands in the Service (the “Launch Date”), unless it has been terminated by either party in writing 3 months prior to the end of the term counting from the Launch Date. If the Agreement is not terminated observing the notice period of 3 months, the Agreement shall automatically be extended for another 12-month term (a “Renewal Term”). In respect of each Renewal Term, Bower reserves the right to renegotiate any terms and conditions of the Contract, including but not limited to the license fees, and the Customer agrees and acknowledges that the license fees may be increased at each following Renewal Term.
9. Limitation of Liability
Except for in cases of gross negligence or intent, the parties' liability in relation to this Agreement is limited to direct damage. Under no circumstance shall Bower's total liability towards the Customer exceed an amount corresponding to the total amount paid by the Customer to Bower under this Agreement during the 12-month period immediately preceding the event causing the liability to arise.
10. Force Majeure
If Bower is prevented from fulfilling its obligations under this Agreement due to circumstances beyond the Bower's reasonable control, such as lightning strikes, labor conflicts, fire, changed law or government regulation, government intervention, power outages or other barriers to data transmission and errors or delays in services or products from a sub-processor or sub-contractor, due to circumstances specified herein, this shall constitute a basis for exemption which implies the postponement of the date of performance and relief from damages and other possible penalties.
Bower reserves the right to make any changes or amendments to this Agreement. Such changes shall be valid for the Customer for a Renewal Term if they have been presented in writing to the Customer not later one month prior to a Renewal Term and given that the Customer has not objected to the changes, in writing, 15 days before the start of a Renewal Term. If any changes to the Agreement are a result of a court order or new legislation, the changes shall be sent to the Customer and be valid immediately.
12. Governing Law and Disputes
This Agreement shall be governed by and construed in accordance with the laws of Sweden.
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of 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 (1) or three (3) arbitrators.
The seat of arbitration shall be Stockholm and the language used in the arbitral proceedings shall be English, unless otherwise agreed in writing between the parties.
Contact details to Sugi Group AB
Contact person Fredrik Henningsson
Phone number 010-171 25 25
Mailing address Box 65, 11356 Stockholm
Mail address email@example.com
Visiting address Birger Jarlsgatan 57 C, Stockholm