GENERAL TERMS AND CONDITIONS
1. APPLICATION AND INTERPRETATION
1.1 These general terms and conditions apply to all services provided by Digmak AB, Registration No. 559315-6812 (“Digmak”, “we”, “us” or “our”). These general terms and conditions may be amended by us from time to time. The current version can always be viewed on our website www.digmak.com. Amendments will become effective only in relation to matters initiated after the amended version was posted on our website. We will give you information about amendments by clear notice to the email address provided by you.
1.2 Digmak's primary objective is to introduce people to qualified and established tax and accounting experts and facilitate their interactions through the webpage www.digmak.com, or such domain as indicated by Digmak from time to time (the „Webpage“), (collectively “WeDigmak”).
Experts in Digmak's network are independent of Digmak and we offer no guarantees or warranties of any kind, whether express or implied, over the services offered by experts.
If you do not agree to these general terms and conditions, you may not access or use WeDigmak.
1.3 In case we have stated specific terms in respect of an engagement or part of an engagement (in an engagement letter, due diligence report or other document), those terms shall prevail if and to the extent there are any inconsistencies between them and these general terms and conditions.
1.4 You agree that you must not reproduce, duplicate, copy or re-sell any part of the „Webpage“ or the content found on the „Webpage“, nor will you use our name, logo or intellectual property for any purpose, without our prior written consent.
2 DIGITAL SERVICES
2.1 Grant of License and Rights
Provided that you sign up on the Webpage, Digmak grants to you a non-exclusive, non-transferable right to use WeDigmak under the terms as specified in these general terms and conditions and for experts, as specified in both general terms and conditions and agreement between expert and us. This right is granted for your internal use only and you are not granted any rights to WeDigmak except those that are explicitly stated in the general terms and conditions and in agreement.
2.2. Permitted Use
2.2.1 With the exception of what is expressly stated in these general terms and conditions, and the rights conferred on you under mandatory Swedish law, you are not granted any other rights to use, reproduce or make available to the public the content of WeDigmak, be it in original or altered form, in translation or adaptation, in another literary or artistic form or by other technical means.
2.2.2 When using WeDigmak, you are obliged to follow the available instructions and directions and the corresponding documentation provided by us.
2.2.3 Access to WeDigmak is only granted to you as specified in the agreement. Apart from your User Content (as defined below in clause 6.2), you are not allowed to transfer any of the content of WeDigmak to a third party.
2.2.4 In case your scope of assignment involves collaboration with external parties, e.g. for a
financing or transaction, such third parties’ actions, access and use of WeDigmak will be governed by separate non-disclosure agreements and data room terms.
2.3.1 You agree to be responsible for the use of all passwords allocated to you and your nominated users.
2.3.2 You and your users must keep the passwords strictly confidential, and notify us immediately if any are lost or stolen or disclosed to anyone who is not a user, or if any user leaves your employment or you believe that security is threatened in any way.
2.3.3 We reserve the right to block and/or terminate your WeDigmak account in case you report that you have lost your password in accordance with the above and/or if we have reason to believe that an unauthorized person has access to your WeDigmak account.
3.1 Access to WeDigmak
3.1.1 Although Digmak strives to keep WeDigmak complete and accurate, Digmak cannot guarantee the accuracy or completeness of the content of WeDigmak at any given time. Any use of WeDigmak is at your own risk.
3.1.2 WeDigmak is provided ‘as is’ and Digmak does not grant any warranties, express or implied or otherwise, as to the accessibility, quality, fitness for any particular purpose, suitability or accuracy of WeDigmak.
3.1.3 There may be situations when www.digmak.com, or such domain as instructed by Digmak from time to time, will not be accessible, including, but not limited to, instances of necessary maintenance and circumstances outside our control, for which Digmak shall never be liable.
3.1.4 Furthermore, we reserve the right to modify WeDigmak without prior notice at any time on our own discretion, or if required by law or a decision by authority. You agree that we shall not be liable to you or to any third party for such modification or discontinuance.
3.2 Third party web pages
3.2.1 When using WeDigmak, you may find links to third party web pages. Please note that third party web pages are beyond our control and that any access by you to any such webpage is always at your own risk.
3.2.2 You acknowledge that we shall not be responsible for the content, functionality, accuracy, legality nor any other aspect of such webpage. You further acknowledge and agree that we shall not be liable for any damage or loss caused by or in connection with the use of or reliance on any content of such third party web pages.
4. PROCESSING OF YOUR PERSONAL DATA
4.2 Digmak collects personal data in connection with engagements and requests provided by you. For the avoidance of doubt, we are bound by confidentiality obligations regarding the information you provide us with.
4.3 We process personal data regarding name, email address, telephone number, IP address, birthday and picture for all categories of data subjects.
4.4 We process personal data regarding you for the purpose(s) of providing you service.
4.5 We will only store your personal data as long as required in order to provide you with the
services unless we are required by applicable laws and regulations to store and/or process the personal data.
4.6 As a data subject you have the right to request that your personal data is erased, that incorrect personal data is corrected, restriction of processing personal data and to request for data portability. Please contact firstname.lastname@example.org to exercise your rights. We assess all requests on a case by case basis and might in some cases not be able to adhere to your request.
We communicate with our users and other parties involved in a matter in a variety of ways, including through the Internet and by e-mail. Although these are effective means of communication they involve security and confidentiality risks for which we cannot accept any responsibility.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Digmak Content and IPRs
6.1.1 All intellectual property rights attributable to the result of our work belong to Digmak. You have the right to employ the result of our work for those purposes for which it has been provided. Unless it otherwise follows from the purpose or separate agreement, you may not disseminate the result of our work or employ the result for marketing purposes.
6.1.2 Digmak retains the ownership, copyright and all other intellectual property rights (including, but not limited to, any trademarks and pending applications belonging to Digmak) to WeDigmak and to all its content.
6.1.3 All rights are reserved in all countries. You may only use WeDigmak and its contents for your own use and you must not use them in breach of applicable law or the Agreement. We do not grant you any other license to use said intellectual property rights except as expressly set out in the agreement.
6.2 User Generated Content
When using WeDigmak you may, if applicable under your agreement, upload user content, e.g. your agreements, your corporate documentation, product portfolio, information about your service, product, employees etc. in digital format, to the Webpage (the “User Content”). Ownership of all User Content shall remain with you, or with the third party having ownership to such User Content.
7. CONFIDENTIALITY AND DISCLOSURE
7.1 We will protect the information you disclose to us in an appropriate manner and in accordance with the law. We are however in certain instances required by law to disclose such information.
7.2 We may be required by law to provide information to the tax authorities about your VAT number and invoiced amounts. By instructing us you are thereby deemed to have consented to us providing this information to the tax authorities.
7.3 When a particular matter has become publicly known we may announce our participation for marketing purposes. Such an announcement may only contain information about the matter that is already in the public domain. In those situations we may also, unless you advise us otherwise, display your logotypes in our publicity material. This also applies if you, in relation to a matter that is not publicly known, have expressly agreed that we announce our participation.
8. INVOICING, PAYMENT AND FEES
8.1 We may send you preliminary (on account) or final invoices. Preliminary invoices may not include an exact assessment of the full amount due, but will give a broad indication of the work performed. In such cases, the final invoice for the matter or part of the matter will set out the total amount of our fees and expenses with the fees and expenses payable according to any preliminary invoice deducted.
8.2 In certain cases we may request an advance payment. Such payment will be used to settle future invoices. The total amount of our fees and expenses for the engagement may be more or less than the amount of the advance payment.
8.3 Digmak operates on a pay-as-you go/commission model. In this process, there are 2 types of payment structures both of which follow the above-mentioned commission model.
Booking fee - Users pay a booking fee on the platform to Digmak when booking an appointment with an expert. Once the payment is received by Digmak, Digmak takes its commission and passes the rest of the payment to the experts or expert firms. This transaction primarily takes place on the platform.
Service fee - Post the consultation, once the expert and the user agree on the quotation and the services to be rendered, the expert shall either create its own invoice for the service provided to the user and add Digmak’s commission to the final bill or use the platform’s invoice maker, that adds Digmak’s commission automatically, to create the final bill to send to the user. The invoice shall be paid by the user to Digmak and shall contain Digmak’s banking details for it. Digmak, on receiving the payment from the user, will deduct its commission from it before passing the rest of the payment to the expert.
8.4 Each invoice sets out its due date (normally not less than 7 days from the invoice’s date). If an invoice is not paid, interest on the balance owing will be charged at the statutory rate applicable (or, in the absence of any such statutory rate, 10 per cent) from the due date until receipt of payment.
9. LIABILITY AND LIMITATIONS
9.1 Digmak does not endorse or approve any of the services provided by experts.
Any decision made by the user to transact business with experts is made by the user on the basis of his/hers own enquiries.
Digmak does not guarantee the accuracy, timeliness, completeness or fitness for the purpose of any content or advice provided by experts. Most notably Digmak will not be responsible to users, in any way (whether contractual or otherwise) for any losses which a user might suffer as a result of any advice or content which is given by an expert. Any course of action should be taken with the expert directly.
Any entity and individual associated with Digmak (for instance shareholders, directors, managing directors, employees or consultants) shall have the benefit of these general terms and conditions and any engagement letter insofar as they limit their liability.
9.2 Experts are independent of us. Hence, we assume no liability for experts including, without limitation, for choosing or recommending them or for their advice or other services provided. This applies regardless of whether they report to us or to you.
9.3 We shall not have any liability for any loss or damage suffered as a result of the use by you of our service and of WeDigmak and /or its content in any matter or for any purpose.
9.4 You are liable to us for any damages caused to us or any third party due to your breach of these general terms and conditions, including, but not limited to, the use of WeDigmak in breach hereof. Furthermore, you agree to indemnify us in relation to any claims, costs (including reasonable legal costs) damages, expenses, liabilities and losses incurred by us arising in any manner in relation to your breach of these general terms and conditions.
10. COMPLAINTS AND CLAIMS
10.1 We do hope you are satisfied with our services and that we fulfil your expectations. If, for any reason, you are dissatisfied with our services or have a complaint, you may contact our CEO. The following clauses - 10.2, 10.3, 10.4 apply provided that - taking into consideration the limitations of Digmak’s liability in these general terms and conditions and any other document.
10.2 Claims must be made in writing, be submitted to our CEO (contact details are contained on our website) and be accompanied by an account of our alleged fault or negligence and your loss or damage caused thereby. In order to be enforceable, the claim must be submitted within a reasonable time but not later than six months after the date when you became (or, after reasonable investigations, should have become) aware of the loss or damage and that our alleged fault or negligence may have occasioned that loss or damage. A claim cannot be made under any circumstances after the expiry of the period of limitation that applies according to applicable law.
10.3 If your claim is based on a claim against you by an authority or other third party, we shall be entitled to meet, settle and compromise such claim on your behalf, provided that - taking into consideration the limitations of liability in these general terms and conditions, any engagement letter or due diligence report or other document - you are indemnified by us. If you meet, settle, compromise or otherwise take any action in relation to such a claim without our consent we will not accept any liability for that claim.
10.4 If you are reimbursed by us in respect of a claim, you shall, as a condition for such reimbursement, transfer the right to recourse against third parties to us, as requested by us, by way of subrogation or assignment.
11. TERMINATION OF ENGAGEMENT
11.1 You may, at any time, and without prior notice, terminate your account and remove your content from WeDigmak. If you do so, you must still pay our fees for services provided and expenses incurred prior to the date of termination.
11.2 Circumstances may exist by law that require or allow us to decline or withdraw from providing a service. Among other things, this may be the case in the event of inadequate client identification, suspicions of money laundering or terrorism financing, failure to pay our fees and expenses, failure to supply adequate instructions or if confidence and trust no longer exist between us. If we decide to decline or withdraw from providing a service, you must still pay our fees for services provided and expenses incurred prior to the date of termination.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 These general terms and conditions, the agreement, engagement confirmation and all other issues which are attributable to our engagement or engagements, are governed by and will be construed in accordance with Swedish substantive law without reference to any rules or principles on conflicts of laws.
12.2 Any dispute, controversy or claim arising out of or in connection with these general terms and conditions, our engagement 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 place of arbitration shall be the place where your engagement lawyer mainly operates. The language to be used in the arbitral proceedings shall be English.
12.3 Arbitral proceedings conducted with reference to clause 12.2 and all information disclosed in the course of such arbitral proceedings, as well as any decision or award made or declared during the proceedings, shall be kept strictly confidential and may not be disclosed to a third party without the express consent of the other party. You or we shall however not be prevented from disclosing such strictly confidential information in order to preserve your/our rights against the other party or, if you or we are required to so disclose, pursuant to mandatory law or similar.
12.4 Notwithstanding clause 12.2 Digmak shall always be entitled to commence proceedings for the payment of any amount due in respect of the provision of services or otherwise in any court or authority (for example the Swedish Enforcement Authority) having jurisdiction over you or any of your assets.