Terms and Conditions
These Terms and Conditions (“Terms”) apply to every offer, quotation and agreement between Jildert Holtrop (“we”, “us”, “the Supplier”) and you, the customer (“you”, “the Client”). Please read them carefully — by accepting an offer or letting us start work, you accept these Terms.
If you are a consumer (a natural person acting outside of trade or profession), mandatory Swedish consumer protection law always takes precedence over these Terms where it gives you stronger rights — in particular Konsumenttjänstlagen (1985:716), Konsumentköplagen (2022:260) and Lagen (2005:59) om distansavtal och avtal utanför affärslokaler.
1. Definitions
- Supplier / we: Jildert Sijtze Holtrop, enskild firma, org.nr 940311-****.
- Client / you: the natural or legal person who enters into an Agreement with us.
- Agreement: the contract between us and you specifying the Services, formed by your written or electronic acceptance of our offer, or by our commencement of the Services with your consent.
- Services: the work we provide, which may include advertising-agency services (reklambyråverksamhet), online marketing, web development, website building, technical and strategic consulting, and related deliverables.
- Deliverables: any results of the Services — designs, code, copy, campaigns, reports, etc.
- IP Rights: all intellectual property rights, including copyright, trademark, database, design and related rights, plus know-how and domain names.
2. Applicability
- These Terms apply to every offer and Agreement between us. Any general terms of yours are expressly rejected and apply only if we accept them in writing.
- If we engage subcontractors, these Terms also govern their work for you, unless we agree otherwise in writing.
- We may amend these Terms and our rates. Changes take effect one (1) month after notice. If you do not object in writing within two (2) weeks, you are deemed to accept them. If you object, the previous version remains in force, and either party may terminate the Agreement on reasonable notice. For consumers, material changes that disadvantage you are only binding if you actively accept them.
3. Formation of the Agreement
- All quotations and offers are non-binding. An Agreement is formed when we confirm your acceptance in writing or when we start performing the Services with your knowledge.
- A quotation covering several Services does not oblige us to deliver part of them at a proportional price.
- Prices, rates and quotations do not automatically apply to repeat or follow-up orders.
4. The Services
- We perform the Services on a best-efforts basis (inspanningsverplichting). We do not guarantee a specific commercial result (such as rankings, leads, sales or conversions) unless explicitly agreed in writing.
- We perform the Services with the care and skill expected of a professional in our field, in line with Konsumenttjänstlagen §4 where it applies.
- We may engage third parties to perform parts of the Services where reasonably needed. For consumers we remain responsible for the result; for business clients our liability for such third parties is limited as set out in clause 9.
- A delivery date is only a fixed deadline if explicitly agreed in writing. Otherwise it is indicative.
- We may deliver in stages and invoice each stage separately.
5. Your Obligations
- You will provide, in good time, all information, access, materials and cooperation we reasonably need to perform the Services. We may pause the work for as long as you do not. We are not liable for delays or damage caused by your failure to do so.
- If your staff are involved in the work, you make sure they are available as agreed.
- You warrant that any materials you supply (text, images, logos, data) do not infringe third-party rights, and you indemnify us against claims that they do.
6. Term and Termination
- The term of the Agreement is set out in the Agreement itself. Open-ended agreements may be terminated by either party in writing with two (2) months’ notice, unless reasonableness and fairness require otherwise.
- Either party may terminate immediately if the other becomes insolvent, files for bankruptcy, enters company reconstruction, or ceases operations.
- Termination does not require us to refund Services already performed. Invoiced amounts for work properly delivered remain fully due on termination.
- We are not obliged to pay damages or compensation as a result of (early) termination, except where mandatory law (including for consumers) provides otherwise.
- Right of withdrawal for consumers (distance/off-premises contracts). If you are a consumer and the Agreement was concluded at distance or away from our business premises, you have the right to withdraw within 14 days from the day the Agreement is concluded, without giving any reason (Distansavtalslagen ch. 2 §10). You exercise this right by sending us a clear written notice (the standard ångerblankett may be used). If you have asked us to start performing the Services during the withdrawal period, you must pay a reasonable amount for what has been delivered up to the time you withdraw. The right of withdrawal lapses once a service has been fully performed with your express prior consent and acknowledgement that the right is lost upon full performance.
7. Fees and Payment
- All prices are in Swedish kronor (SEK) or euro (EUR), as stated in the offer or Agreement. Prices exclude VAT (moms) and other statutory charges unless stated otherwise. For consumers we always also state the price including VAT. The invoice currency is the one stated in the Agreement; we do not bear exchange-rate risk on payments made in a different currency.
- We invoice monthly by default, but may invoice more frequently or after milestones. Payment is due within 30 days of the invoice date.
- For business clients, the 30-day term is a fixed deadline and you are in default without further notice on the day after it expires. For consumers, default occurs at the earliest 30 days after a written reminder, in line with Räntelagen §4.
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On late payment we are entitled to:
- statutory interest under Räntelagen §6 (reference rate + 8 percentage points) for business clients, or §4 for consumers;
- reminder fees and collection costs under Lagen (1981:739) om ersättning för inkassokostnader m.m. (currently SEK 60 for a reminder and SEK 180 for a collection demand); and
- for business clients, a flat compensation of SEK 450 per overdue invoice under Swedish law implementing EU Directive 2011/7.
- If you dispute an invoice you must notify us in writing within 14 days, with reasons. Dispute of one part of an invoice does not suspend payment of the undisputed part.
- Our records are presumed correct regarding the content of the Agreement and the Services delivered. You may rebut this presumption with reasonable evidence.
- We may adjust our rates once per year in line with the Swedish Consumer Price Index (KPI) published by Statistics Sweden (SCB). Larger rate changes follow clause 2.3.
- We retain title to any goods delivered until you have paid all related invoices in full.
- Cancellation of scheduled work. If you cancel a confirmed appointment,
workshop or scheduled production slot:
- less than 24 hours in advance: we may charge up to 75% of the agreed fee;
- 24–48 hours in advance: up to 50%;
- more than 48 hours in advance: no charge.
8. Intellectual Property
- IP Rights in materials you provide us remain yours. You grant us a worldwide, non-exclusive, sublicensable licence to use them for the purpose of performing the Agreement.
- IP Rights we held before the Agreement remain ours, including our pre-existing tools, frameworks, templates and know-how.
- IP Rights that arise in Deliverables created under the Agreement remain with us until you have paid all related invoices in full. On full payment, you receive a non-exclusive, non-transferable, perpetual licence to use the Deliverables for the purpose for which they were made, unless we have explicitly agreed in writing to transfer ownership.
- Under Swedish copyright law (upphovsrättslagen), moral rights cannot be assigned. We retain the right to be identified as the author of creative work and to object to derogatory treatment, except where waiver is permitted.
- Unless we agree otherwise in writing, we may mention your name and a high-level description of the work in our portfolio and case references.
9. Liability
- Because we operate as an enskild näringsidkare, the business and the individual are the same legal person — liability cannot be transferred to a separate entity. We carry appropriate professional liability insurance and our liability is in any case limited to what that insurance pays out, subject to the limits below.
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We are liable only for direct damage caused by intent or gross negligence on our part. “Direct damage” means:
- damage to property;
- reasonable costs incurred to prevent or limit direct damage;
- reasonable costs to establish the cause and scope of the damage;
- reasonable costs to bring our performance into conformity with the Agreement.
- We are not liable for indirect or consequential loss, including loss of profit, loss of revenue, loss of goodwill, missed savings, data loss or reputational damage.
- Our total liability is capped at the amount you have actually paid to us under the Agreement in the six (6) months preceding the event causing the damage.
- Your right to claim damages lapses one (1) year after the event causing the damage, and you must notify us in writing as soon as you discover the damage.
- We are not liable for damage arising from bugs, downtime, hacks, vulnerabilities, manipulation or third-party software/hardware outside our reasonable control.
- You indemnify us against third-party claims arising from materials or instructions you provided or from your use of the Deliverables.
- Nothing in this clause limits liability that cannot be limited under mandatory Swedish law, including for consumers under Konsumenttjänstlagen and Konsumentköplagen, or for damage caused by intent or gross negligence.
10. Confidentiality
- Each party will treat information received from the other as confidential where it is marked confidential or where the receiving party knew or should have known it was confidential. This obligation extends to staff and subcontractors.
- We may use the general know-how gained from the Services for other clients, as long as no confidential information of yours is disclosed.
- Confidentiality survives termination for as long as the information is reasonably confidential.
11. Personal Data (GDPR)
We process personal data in accordance with the EU General Data Protection Regulation (2016/679) and Swedish supplementary law. Where we process personal data on your behalf as part of the Services, the parties will enter into a personuppgiftsbiträdesavtal (data processing agreement). Our privacy notice is available on jildertholtrop.com.
12. Force Majeure
Neither party is liable for failure to perform caused by circumstances beyond its reasonable control, including illness, natural events, war, strikes, power or internet outages, and failures of essential third-party services. If force majeure lasts longer than 60 days, either party may terminate the Agreement in writing without liability.
13. Miscellaneous
- You may not assign your rights or obligations under the Agreement without our written consent.
- If any provision of these Terms is invalid or unenforceable, the remainder stays in force. The parties will replace the invalid provision with one that is valid and reflects their original intent as closely as possible.
- Notices must be sent in writing (email accepted) to the contact details in the Agreement.
14. Governing Law and Disputes
- These Terms and any Agreement are governed by Swedish law.
- The parties will first try to resolve any dispute amicably, where useful with a mediator. If no resolution is reached within three (3) months, either party may bring the dispute before the competent Swedish court. Court of first instance: Göteborgs tingsrätt, unless mandatory law provides otherwise.
- For consumers: you may also refer the dispute to Allmänna reklamationsnämnden (arn.se), and to the EU Online Dispute Resolution platform at ec.europa.eu/consumers/odr.