General conditions for shops

1. Introduction

1.1. This document (henceforth 'Agreement') regulates the terms and conditions for the e-business ('Shop') that (i) wants to purchase PriceSpy's 'Featured Shop', service and/or (ii) wishes to be listed on PriceSpy as an 'Indexed Shop'.

1.2. The Agreement refers to e-business as the 'Shop', the 'Indexed Shop' or the 'Featured Shop' in the entire document. Reference can also be made to a 'Party' in the Agreement which refers to 'The shop', 'PriceSpy' or the 'Parties' in the Agreement which refers both to the Shop and to PriceSpy.

1.3. Should differences occur between henceforth mentioned documents, they will be effective between themselves in the following order, where, if applicable, a newer version overrides an older:

1.3.1. this Agreement including updates or supplements; 1.3.2. other agreements specific to the shop; 1.3.3. other documents or supplements referred to in this Agreement.

1.4. This Agreement enters into force when the Shop does any of the following:

1.4.1. accepts the Agreement in PriceSpy Analytics; 1.4.2. accepts the Agreement in the registration form for new 'Indexed Shop'; 1.4.3. accepts the Agreement via e-mail.

1.5. A representative who is not entitled to sign the agreement is not allowed to perform any of the steps mentioned in 1.4 as confirmation of the Shops approval prior to being permitted by a representative with the authorisation to do so.

2. Definitions

2.1. Indexing: The free and fundamental services that all listed shops accesses, such as listing of prices, support, etc.

2.2. Indexed Store: A shop listed on one of the PriceSpy sites.

2.3. Featured Store: A shop that benefits from extra services accessible at a cost, such as logotype, retailer message and direct links (when possible) from PriceSpy to the shop.

2.4. PriceSpy Analytics: A traffic and market analysis tool available to all indexed shops that have signed this Agreement.

2.5. PriceSpy's Sites: All sites run or maintained by Prisjakt Sverige AB.

2.6. PriceSpy's Partners: Companies that have a contract for cooperation with PriceSpy.

2.7. Partner Site: A site run by one of PriceSpy's Partners. An updated list of all Partners is available in PriceSpy Analytics

3. Contractual relationships

3.1. A Shop can either (i) be an 'Indexed Store' which means that PriceSpy at no cost lists the shop's product catalogue and price list on PriceSpy and PriceSpy's sites, or (ii) at a cost be a 'Featured Shop' which gives the shop access to the extra services described above.

3.2. The type of contractual relationship between the shop and PriceSpy has, is specified in 'PriceSpy Analytics'.

4. Ordering, price and terms of payment

4.1. The Shop accepts payment liability for the 'Featured Store'-service and all possible extra services by activating the service in PriceSpy Analytics. PriceSpy notifies any price adjustments at least 30 days prior to the effective date.

4.2. PriceSpy's internal tracking system will be used to measure the impact of the 'Featured Shop' service, and the results are presented in PriceSpy Analytics.

4.3. Invoices for the 'Featured Store'-service are to be paid within 30 days from the invoice date. PriceSpy charges 15 % interest on overdue payments. PriceSpy reserves the right to forward debts to a third party for collection, as well as deactivating the 'Featured Shop'-service immediately when a non-paid invoice is overdue.

4.4. Questions about or disputes on invoices should be made within 14 days from the invoice date. The part of the invoice which is disputed should be paid within 14 days after the dispute has been settled.

5. PriceSpy's commitments

5.1. PriceSpy commits to listing as many products and prices as possible from the Shop's product catalog within the product categories available on PriceSpy and PriceSpy's sites. The commitment is limited to PriceSpy's sites in countries in which the shop is active.

5.2. For 'Featured Shops' PriceSpy commits to providing the services the Shop have ordered.

5.3. PriceSpy commits to make PriceSpy Analytics accessible in order for the shop to evaluate its participation at PriceSpy's sites.

5.4. PriceSpy has no obligations towards the Shop in the event of PriceSpy refusing the shop access to the 'Featured Shop'-service or the shop being removed from PriceSpy's lists as 'Indexed Shop'.

5.5. The content of the 'Featured Shop'-service can be changed in order to reflect changes in PriceSpy or PriceSpy's sites, the shop or other shops, or the market as a whole. PriceSpy reserves the right to at any time change terms and conditions, accessibility and requirements for accessing the 'Featured Shop'-service. PriceSpy also reserves the right to withdraw the service entirely provided that it has been communicated to the 'Shop' with at least one working day notice.

6. The shop's commitments

6.1. The Shop commits to providing PriceSpy with all available relevant product- and price information, including product pictures through a data feed or by letting PriceSpy scan the Shop's website.

6.2. The shop commits to securing PriceSpy's rights to use the information made available to PriceSpy through the data feed or via the Shop's web site at all PriceSpy's sites and PriceSpy's Partner sites. If any of the information should infringe intellectual property rights the Shop must notify PriceSpy immediately.

6.3. The shop commits to securing that any delivered data feed is complete and contains all products in the shop's product catalogue.

6.4. The shop commits to specify all shipping information regarding the shop's products and categories. If the shop's information is not complete, PriceSpy reserve the right to hide the shop's shipping information on PriceSpy and PriceSpy's sites.

6.5. The shop is responsible towards PriceSpy for actions or failure to act which result in PriceSpy or PriceSpy's operation being damaged, suffering commercially, or being discredited due to publication to a third party, for example prices, specifications, technical support and other information made available to the shop via e-mail, mail etc. This applies even if the information is made available in compiled form.

6.6. The shop is liable towards PriceSpy for claims, losses, damages or indemnifications, costs and expenses (including legal and other professional costs and expenses) inflicted on PriceSpy as a result of the shop: (i) not following its obligations concerning processing of personal data, (ii) not following its obligations concerning intellectual property, (iii) breaches confidentiality obligations, (iv) performs unauthorised alterations of PriceSpy's products, supplied software or services.

6.7. The shop is responsible not to make personal login details accessible to a third party and to monitor usage of the details. If the Shop suspects that its login information is being used without authorisation, PriceSpy must be notified immediately.

7. Intellectual property

7.1. The trademark 'PriceSpy' and all other intellectual properties (including, but not limited to, all properties concerning copyright, characteristics in services, patents, data base rights, protection of designs, and domain names, regardless they are registered or not) can only be used after written consent from PriceSpy and according to PriceSpy's directions.

7.2. Provided PriceSpy has given written consent, the shop may use the PriceSpy logos and other material containing PriceSpy's trademark during the contract period. PriceSpy's conditions for use of logotypes are to be followed, and can be found in PriceSpy Analytics.

7.3. The shop gives PriceSpy rights to use all product pictures displayed on the shop's website during the contract period, and guarantee that PriceSpy hereby can use the pictures in accordance with these conditions. This also applies to PriceSpy's partners' use of the pictures on PriceSpy's partners' sites. The pictures are to be delivered to PriceSpy either in a data feed or by PriceSpy being entitled to obtain the pictures from the Shop's web site. If the shop does not permit PriceSpy or PriceSpy's partners to use the one or some of the pictures, the shop should communicate this to PriceSpy. PriceSpy will, after being notified, remove these pictures as soon as possible.

8. Limitations of liability

8.1. Except for death, personal injury, fraud and other occurrences for which limitation in responsibility cannot be made; PriceSpy's responsibility towards the Shop is limited to the amount the Shop has paid for the 'Featured Shop' service and other services during the preceding month.

8.2. Neither party is responsible to the other party for:

8.2.1. Indirect or consequential damage; 8.2.2. Loss of profit or pay, lost reduction of expenditure, lost clients or orders; 8.2.3. Damage that the affected Party could have avoided by taking reasonable precautions, or by following the other Party's advice or instructions; 8.2.4. Damage which has occurred due to the affected Party not keeping complete and updated back-up of its data; 8.2.5. Loss or damage of reputation or good will; damages due to Force Majeure event; 8.2.6. Damage that has been rectified within a reasonable amount of time.

8.3. Taking lawful restrictions into account, the Parties' contingent liabilities towards each other (regardless whether the obligation arises as a result of negligence, breach of contract, misleading act or other reason) shall be adjusted to the extent that the affected Party has failed to take all reasonable steps to limit its loss. When one Party (”Claiming Party”) has a claim against the other Party (”Defendant Party”) with regards to liabilities under this Agreement, the Claiming Party should as soon as possible, and in writing, inform the Defendant Party about its claim, and for the claim to be regarded as valid, enclose complete and exhaustive information on the claim, inclusive of information on all actions taken, complete and exhaustive information regarding the losses the Claiming Party claims compensation for; as well as supporting documentation to the claim. No Party is eligible to claim compensation for responsibility arising from this Agreement in ways that are being laid down in this section, Limitations of Liability, unless the Party produces a valid claim within three (3) months from the day when the event that caused the claim took place, or when the Claiming Party was first aware of the matter.

9. Termination of the agreement

9.1. Either party can whenever they wish terminate this Agreement in writing with one (1) working day notice. Apart from the cases when regulations in the following paragraph are applicable, a termination of the Agreement does not exempt either party from its liabilities according to this Agreement, especially, but not limited to commitments related to completion of payment, commitments for protection of personal data, intellectual property, confidentiality, and accountability.

9.2. Either Party can terminate this Agreement for immediate expiration if the other Party:

9.2.1. Substantially and irrevocably breaches this Agreement, (for example by intentionally and repeatedly or by negligence providing false information with the purpose of obtaining prices, support or help the Shop is not entitled to); 9.2.2. Substantially and irrevocably breaches this Agreement and neglects to rectify the error despite the Party having received a written notification and reasonable time to rectify the breach of Agreement; 9.2.3. Fails to make payments when due, unless otherwise agreed in writing; 9.2.4. Is unable to pay, seeks bankruptcy protection, liquidation, power of attorney, composition or similar process, or if such a process is being initiated against the Party.

10. Force majeure

10.1. Neither party shall be liable for its obligations under this Agreement, if the Party is unable to do so, either by events beyond its reasonable control such as fire, flooding, war, commercial blockade, strikes, unforeseen shortage of materials, delays or interruptions in transport, governmental actions or acts of the other Party's action or negligence to act ('Force Majeure') provided that the affected Party notifies the other Party in writing as soon as possible, and takes all reasonable measures to remedy the Force Majeure events as soon as possible. If payment (other than payment of already invoiced amounts) is impossible during a period of time which exceeds thirty (30) days, either Party can terminate the Agreement without incurring responsibility towards the other Party for this action.

11. Amendments, notifications, validity

11.1. Amendment to this Agreement is not valid unless, (I) it is either sent by PriceSpy to the Shop via PriceSpy Analytics or by e-mail and the Shop has not objected to the amendment within the reasonable time given in the notice, or (II) is in writing and signed by both Parties. To avoid doubt it is hereby clarified that PriceSpy may at any time, independently change or alter all parts of the 'Featured Store'-service without notifying the Shop in advance.

11.2. Messages due to this Agreement can be sent by e-mail or mail to either Party and is considered to have reached the recipient when a non-automated answer has been obtained, or three (3) days has passed for regular mail.

11.3. If any part of this Agreement is not applicable due to the part being in conflict with current law or regulations, the rest of the Agreement will remain valid and committing to both Parties.

11.4. PriceSpy is entitled to, either in whole or in part, transfer or assign its commitments or rights under this Agreement to an authorised third Party or PriceSpy's Partners. PriceSpy's agreement to cooperate with the Shop is based on PriceSpy's selection criteria. The Shop is therefore not entitled to transfer its commitments or rights, neither in whole nor parts of it, without PriceSpy's written consent.

11.5. This Agreement is governed by the laws of Sweden and the Parties agree to submit to the jurisdiction of the Swedish Courts in respect of all matters relating to this agreement. The arbitration proceedings and all records and information related to this should be held confidential.