GENERAL TERMS AND CONDITIONS
Last updated 2024-01-31
Just Klingit AB, (“Klingit”, “we” or “us”) offers creative design, web design and marketing solutions to companies all over the world. These general terms and conditions, (the “Terms”) form a binding agreement between you as a business customer (“Customer” or “you”) and Klingit regarding the access to and use of Klingit’s design services described at https://klingit.com (altogether the “Services”). Klingit and the Customer are hereinafter also referred to as a “Party” and together as “Parties”.
The person signing an offer on behalf of the Customer represents and warrants that they have the authority and legal capacity to enter into these Terms on behalf of the Customer and confirm that they have read these Terms and agree to be bound by all its contents.
WHAT SERVICES ARE PROVIDED BY KLINGIT?
The Services. You can purchase our Services by selecting a subscription model described at https://klingit.com (the “Site”) or by signing a customized offer provided by us. You can find the from time-to-time applicable service specifications and pricing of the Services at the Site or in the customized offer provided by us, depending on what Services you have chosen (each a “Service Specification”).
Customized offers. If you have chosen a customized offer or another Service that includes a specific project description or deliverable, such as web design, presentation, ad, social media creative, or packaging and merch design (each a “Project”), then we will deliver such Project to you in accordance with the Service Specification.
Subscriptions. If you have purchased a Service with a subscription that entitles you to a set number of work hours, then we will be available for the number of hours specified in the Service Specification and you may use the hours on the Projects that you order separately (see instructions below).
HOW DO I USE THE SERVICES?
The Platform. The Services are primarily administered through our web-based platform available on the Site (the “Platform”). However, you can also purchase Services and communicate with us over e-mail or phone through the contact details provided at the bottom of this document.
Authorized Users. Only you and those of your authorized users, such as employees, representatives and other authorized persons within the Customer organization (“Authorized Users”) may use the purchased Services and other materials that may be provided in conjunction with the Services.
Customer Account. To use the Platform, an authorized representative of the Customer (an “Admin”) needs to create a customer account in the Platform (a “Customer Account”). The Admin may then invite Authorized Users as users to the Customer Account. Authorized Users may access and use the Platform and related materials provided through the Platform after creating a user account (“User Account”).
Customer’s liability. The Customer Account and each User Account is personal and may not be accessed by or transferred to a third party. You acknowledge that you shall at all times remain liable for any Authorized Users’ use of the Platform and Services. You shall ensure that all Authorized Users have read and understood the parts of these Terms that are applicable to them (such as the Do’s and Don’ts below).
HOW DO I PLACE A PROJECT ORDER WITHIN A SUBSCRIPTION?
Ordering Projects. If you have purchased a Service with a subscription that entitles you to a set number of work hours, then you shall place orders for specific Projects to utilize the hours. Orders shall be placed on the Platform. Each order needs to be confirmed by an authorized representative to be binding. You can find instructions on how to order Projects on the Site.
Order acceptance. A Project order is accepted when you receive an order confirmation from us in the Platform. For the avoidance of doubt, we may in our sole discretion determine if and when we can accept an order for a Project. In case we reject a Project order, we will always provide you with information on the reasons for the rejection and will discuss and try to find an alternative solution.
Disclaimer. We may provide you with an estimate on the expected work hours needed to complete a Project, however, you are aware that such an estimate is an assessment only and shall not be binding to us. For the avoidance of doubt, nothing in these Terms shall be construed as us committing to deliver a certain Project within a specified amount of work hours, unless such conditions are expressly included in your Service Specification or otherwise agreed in writing between you and us.
Unused hours. Your rights and obligations regarding any unused work hours during a subscription period is set out in the from time-to-time applicable Service Specification.
HOW CAN I USE THE RESULTS?
The Results. We shall deliver to you the works (such as a packaging design, logo etc.) included in the Project ordered by you. A work shall be considered finalized (a “Result”) once we have delivered a final version to you, and you have accepted it in the Platform or otherwise in writing.
Assignment. Subject to your payment of all applicable fees, Klingit assigns and transfers to Customer all of Klingit´s right, title and interest in and to the Results. Klingit is only able to assign the rights that it holds to the Results and Customer acknowledges that as the Results are largely based on graphics, content and instructions provided by you, or in applicable cases, generated using third party generative AI tools, it is possible that other parties hold rights to the Results.
No warranties. Based on the above limited rights to the Results, Klingit does not assume any liability or provide any warranties regarding the Results. Customer acknowledges that the Results are provided on as “AS IS” basis, without express or implied warranties or conditions, such as title, non-infringement, merchantability, or fitness for a particular purpose. This means that Klingit does not provide any warranties that you will be able to trade mark or claim copyright ownership of the Results or that any trade mark or copyright claim will not infringe on any third party intellectual property rights. It is solely your responsibility to decide if using or redistributing the Results is appropriate, and you assume any risks associated with using the Services.Preliminary Works. When preparing a Result, we may provide you with different suggestions and versions of the work. You acknowledge that as between you and Klingit, Klingit will retain all proprietary rights, intellectual property rights, and copyrights in all working files, such as sketches, concepts, presentations and preliminary designs provided by us (“Preliminary Works”). You also acknowledge that you only have a right to use the Result and may not use Preliminary Works in any way without our written permission.
WHAT ARE THE PAYMENT TERMS?
Fees. You shall pay the fees for the Services you have ordered in accordance with the prices and payment terms quoted in the applicable Service Specification. All fees and charges are non-refundable and set out exclusive of value-added tax (VAT) and other additional taxes and charges.
Payment terms. Unless otherwise agreed between you and us in writing, all fees shall be paid in advance, no later than fifteen (15) days from the date of the invoice. Invoices will be sent to the e-mail address of the Authorized User that you have designated as a contact person.
Assignment. Klingit has the right to assign its right to payment under these Terms to a third party.
Invoice Objections. Invoice objections must be presented in writing no later than three (3) weeks after the date of invoice. Even if an objection has been raised within such period, you shall pay the undisputed part of the invoiced amount by the due date.
Late Payments. In case of late payment, we are entitled to charge for payment reminders, collection charges and late payment interest. Late payment shall carry interest according to the Swedish Interest Act (1975:635) on the outstanding amount until full payment has been made. In case of late payments, we will also be entitled to temporarily block your access to the Services and withhold any Projects and Results.
Price Adjustment. We have the right to adjust our fees for the Services on the condition that we notify you in writing at least thirty (30) days before the new fee will be applied. If you do not accept such new fee, you have the right to terminate the affected Services by notifying us within fourteen (14) days from receiving notice of the change. If you object to the new fee, the affected Services will be terminated on the same date as the new fee should have taken effect. If we do not receive an objection from you, you are deemed to have approved the new fee.
Currency fluctuations. Notwithstanding the above, we have the right to adjust our fees due to currency fluctuation, inflation or other events outside our control. In such case, we shall notify you in writing of the new fee and the reason for the adjustment no later than thirty (30) days before the new fee shall take effect.
THE DO’S AND DON’TS
You shall, and shall ensure your Authorized Users will:
- comply with these Terms, all applicable laws, regulations, public orders as well as instructions and recommendations regarding the use of the Services provided by us from time to time;
- ensure that all information provided to us and all information published on the Platform or onto the Customer Account or a User Account is current, accurate, and complete at all times;
- only upload content, files and other material that you own or that you are entitled to manage, publish and upload;
- keep your Customer Account and User Account information strictly confidential and not share your passwords with others; and
- only use information, materials and presentations provided by us for the purpose of using the Services.
You shall not, and shall not attempt or permit anyone else to:
- modify, reproduce, duplicate, copy, publish or create derivative works or improvements, nor reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of any portion of the Services, the Platform or the Site, or of any content, photographs, descriptions, software, image, graphics, logos, data or other information therein. For the sake of clarity, this does not apply to content belonging to Customer or Results;
- reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of any portion of the Services, the Site or the Platform;
- alter, remove, obscure, frame or mirror Klingit’s or our suppliers’ branding, proprietary notices or any content forming part of the Services or Platform or provided by us in connection with the Services;
- use the Services, the Site or the Platform for any purpose, or when using the same acts in a way, that invades any person’s or entity’s privacy or other rights or could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive; and
- not access or use the Services, the Site or the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of Klingit or any third party.
Customer responsibility. You acknowledge that you are at all times responsible for any acts and omissions by you and any of your Authorized Users.
Consequences of non-compliance. If you or any of your Authorized Users violate these Terms or use the Platform or Services in a way that, in our reasonable opinion, is harmful to us or any third party, we are entitled to remove any violating content and restrict or block your access to the Services.
WHO OWNS WHAT?
Intellectual property rights. In addition to what is stated regarding ownership of the Results, Preliminary Works and trademark ownership above (see section “How can I use the Results?”) you and we have the following rights to our respective intellectual property:
Customer’s intellectual property rights
Customer Content. In connection with providing the Services, you may upload or otherwise provide to us various content, such as logos, files, music, photos and illustrations (“Customer Content”). As between you and us, you are the sole owner of and control all right, title, and interest in and to any Customer Content that you or any of your Authorized Users upload, post, transmit, or otherwise make available to us for the purpose of using the Services.
License. By using the Services you grant Klingit and its successors a perpetual, worldwide, non-exclusive, sublicensable no-charge, royalty-free, irrevocable copyright license to use, process, access, modify, reproduce, display, copy and store Customer Content and Results for the purpose of providing the Services. You acknowledge that Customer Content and Results may as part of the Service provisioning be uploaded to and further distributed by third party services, such as generative AI services. Unless otherwise agreed between us in writing, you agree to our use of such third-party services and grant to such service providers the same license to Customer Content and Results as to Klingit.
Disclaimer. We use commercially reasonable security measures to protect Customer Content, however, in no event shall we be liable for any loss of Customer Content and we advise you to always keep your own backups of any Customer Content.
Distribution. You are and shall remain responsible for all Customer Content that you or any of your Authorized Users distribute or upload into the Platform or otherwise provide to us (e.g. over e-mail). By uploading Customer Content on the Platform, you warrant that you are the owner of the Customer Content or are otherwise authorized to upload and distribute the Customer Content. We will not supervise whether the Customer Content is lawfully uploaded and/or distributed.
Claims and Indemnification. You warrant to protect us from any claims directed against us regarding Customer Content, and shall indemnify and hold us harmless for any damages or losses incurred to us or a third party as a result of Customer Content. In no event shall we be liable for damages arising out of, or as a result of, Customer Content.
Klingit’s intellectual property rights
Ownership. Except as expressly set out in these Terms, we, or as the case may be, our licensors, are the sole and exclusive owners of any and all right, title, and interest to the Services, the Platform, the Site and any and all source code, software, content, and other intellectual property related to or included in them, as well as any derivatives, enhancements, or improvements thereof. Except for the limited rights expressly granted under these Terms, nothing in these Terms shall be construed as transferring or assigning the title or ownership of any intellectual property rights in the Platform or Services to you.
Know-how and marketing. We shall always be entitled to freely utilize all know-how deriving from the Services and the Results. Unless otherwise instructed by you in writing, we shall also have the right to display the Results on the Site for the purpose of marketing the Services.
Customer data. You acknowledge that we may freely utilize aggregated usage data, including but not limited to analytics data, usage data, log file data, and any anonymized data generated from your and any Authorized Users use the Platform and Site to optimize and improve the Services.
Data retention after termination or expiry. The Customer acknowledges and agrees that all data provided to or generated on the design platform, including Customer Content and Results, (altogether “Service Data”) will be stored by Klingit until the Customer chooses to delete the Service Data or terminate its Customer Account. The Customer Account will also be automatically deleted after a period of 24 months of inactivity. “Inactivity” for the purposes of this clause is defined as the Customer or its Authorized Users not logging into the Customer Account. Prior to the deletion of a Customer Account due to inactivity, Klingit will send a notice to the Customer via email. The Customer will have the opportunity to prevent the deletion of the Customer Account account by clicking the link provided in the email. If the Customer does not respond to the notice within the time period specified in the email, the account and all associated Service Data will be deleted.
FOR HOW LONG DO THESE TERMS APPLY?
Term and termination. Unless otherwise agreed, these Terms apply for the term specified in the Service Specification and/or as long as you have a Customer Account.
Termination for cause. Klingit has the right to terminate the Services with immediate effect if: (i) you have committed a material breach of these Terms and do not remedy the same within thirty (30) days from receiving notification of the breach; or (ii) you suspend any payments, decide on liquidation, file for bankruptcy (or if a third party files for your bankruptcy), or otherwise reasonably can be assumed to be insolvent.
Effects of termination. Upon termination for any reason, all unpaid fees for the Services ordered by you until the date of termination shall be payable, irrespective of the cause of termination. We will invoice you for all unpaid fees within ten (10) business days from termination. You acknowledge that you are not entitled to any reimbursements.
Unregistering the User Account. You and any Authorized User may unregister from the Customer Account or User Account at any time by choosing “Delete account” or any corresponding function in the Platform, or by contacting us through the contact information provided at the bottom of the page. Klingit will then delete or anonymize any personal information that can be attributed to any individual, except for certain information that we by law may have to save and archive.
LIMITED WARRANTIES AND LIABILITY
Limitation of Liability. Except as expressly set out in these Terms or as provided by mandatory law, Klingit’s liability shall be limited as follows:
- Klingit shall not be liable for consequential or indirect damages, such as loss of profits, loss of data, costs of retaining another provider, loss of goodwill or missed opportunities.
- Klingit’s total liability for damages, arising from or in connection with the Services or these Terms shall not exceed the fees paid by the Customer to Klingit during the last six (6) months prior to the damaging event.
Customer claims. Customer shall, in order not to lose its right to damages, give notice of any claim to us without undue delay and not later than three (3) months from the day the circumstance giving rise to the claim was discovered or should have been discovered. Notice shall be sent using the contact details set out at the bottom of this document.
OTHER IMPORTANT THINGS TO KNOW?
Changes to the Services. We are committed to continuously improving and updating our Services. We shall be entitled to update, amend and modify Services as we see fit, provided that the performance or functionality does not decrease in any material way as a consequence of such changes. If we make such material adverse changes to your current Services, we will notify you on our Site or over e-mail at least thirty (30) days before the changes take effect. If you do not accept the changes, you have the right to terminate the affected Services by notifying us within fourteen (14) days from receiving the notice of the change. In such an event, the affected Services will be terminated on the same date as the change will take effect. If we do not receive a notice from you, you are deemed to have approved the changes.
Platform availability. We use commercially reasonable efforts to make the Platform available 24/7. However, we do not warrant that the Platform will be uninterrupted or error-free or that defects will be corrected. The Customer acknowledges that the Platform is provided “as is” and “as available”, without any warranties other than those expressly set forth herein.
Confidential information. The Parties agree to treat all non-public information of the other Party as confidential and not to use such confidential information for any purpose other than for use of the Services and performing its obligations under these Terms. Neither Party may disclose confidential information of the other Party to any third party without the prior consent of the providing Party, except as may be reasonably required to fulfil these Terms provided that such third party is bound by confidentiality obligations. The confidentiality undertaking in this clause shall remain in force for three (3) years after termination of the Services, except for trade secrets, which shall be protected without limitation in time.
Unforeseen events. We shall not be liable to you for failure or delay in providing the Services or performing any other obligations under these Terms if such failure or delay is due to circumstances beyond our reasonable control.
Non-Solicitation of employees and consultants. For as long as we provide Services to you and a period of twelve (12) months thereafter, you undertake not to, neither on your own nor through a third party, attempt to induce or persuade any of our employees or consultants to terminate their employment or assignment with us.
Assignment. You are not allowed to wholly or partly assign or pledge your rights and/or obligations under these Terms to any third party without our prior written approval.
Governing Law and dispute resolution. These Terms shall be governed by the substantive law of Sweden. You and we shall always first try to solve any disputes through discussions between each other. If we do not come to an understanding, any dispute, controversy or claim arising out of or in connection with the Services, these Terms 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. The seat of arbitration shall be Stockholm, and the language to be used in the arbitral proceedings shall be Swedish or English.
Changes to the Terms. We may make updates to these Terms from time to time by posting a new version to the Site, whereupon such changes will become effective.
HOW CAN I REACH OUT TO YOU?
If you have any questions or would like to reach out to us, you can always contact us by using the chat on the Site or the contact details below:
Phone: 08–21 15 00
Just Klingit AB, reg.no 559287–1304
Stora Nygatan 39, 111 27 Stockholm, Sweden