AEP Talent Standard Terms and Conditions for the supply of Products and Services

1. Preamble:

These are the terms and conditions under which AEP Talent is willing to supply Products and Services to the Customer (the "Conditions"). Unless AEP Talent otherwise agrees in writing, all Contracts are entered into on the basis of these Conditions to the exclusion of any other terms and conditions set out or referred to in any document or other communication used by the Customer or AEP Talent in concluding a Contract.

2. Definitions and Interpretation:

2.1 In these Conditions: "Contract" means a contract for the supply of Products and/or Services between AEP Talent and the Customer formed by AEP Talent’s written acceptance of the Customer's Purchase Order. "Customer" shall mean the party who has placed a Purchase Order which has been accepted by AEP Talent. "License Agreement" shall mean the license provided by the Vendor to the Customer granting the Customer the right to use the Products. This License Agreement defines the terms and conditions of the license by which the Vendor grants the right of use of the Product to the Customer and is a prerequisite to the use of the Product by the Customer. "Premises" means any building or location at which the Customer has facilities and at which AEP Taltn has agreed to supply the Customer. "Price" shall mean the price offered by AEP Talent to the Customer which shall be communicated by sending a Price list or quotation to the Customer upon request. The Price will also be provided upon request on the website Unless otherwise communicated in writing by AEP Talent (via a quotation, for example), and especially on the website, the Price is subject to change and update from time to time. Any price communicated in writing by AEP Talent, shall only be valid for a restricted period of time of 15 days. "Products" shall mean the software and/or serviced provided by AEP Talent. "Purchase Order" means a purchase order placed by the Customer within AEP Talent according to the price communicated in writing by AEP Talent. The Purchase order is subject to these Conditions and no general terms and conditions of purchase of the Customer shall apply. "Working Day" means a period of 8 hours between the hours of 9.00am – 5.00pm Monday through Friday excluding Bank and public holidays of the country of AEP Talent.

3. Binding Contract; Priority of Sale Terms:  

These terms and conditions are subject to change without prior notice at any time, in AEP Talent’s sole discretion. Therefore, when ordering on the website, you should visit the site periodically to review the current terms, especially before placing a purchase order because they are binding on you. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s).

4. Products and Services:

AEP Talent agrees to supply to Customer with currently available Products and Services, subject to these Conditions, as implemented by individual Purchase Order. When the contract is accepted by AEP Talent, the Customer will receive a confirmation of the acceptance and the contract will become subject to those Conditions. Any AEP Talent services in respect of which a fixed or limited period has been agreed shall be provided by AEP Talent for the period specified in the relevant contract during Working Days. Any continuing AEP Talent services in respect of which an indefinite period has been agreed shall be performed during Working Days by AEP Talent until terminated in accordance with the relevant contract. Any work which AEP Talent performs at the request of the Customer, which is additional to that specified in the Contract, may be separately charged for at AEP Talent’s prevailing rates. From time to time, the Vendor will propose some Services to the Customer which are renewed automatically.

The Customer undertakes that:

all details it provided to AEP Talent for the purpose of purchasing Products or Services offered from AEP Talent, and

AEP Talent reserve the right to obtain validation of a Customer's payment details / Creditworthiness before providing any Products or Services to the Customer.

5. Pricing and Payment:

Prices charged by AEP Talent Products and Services purchased hereunder shall be those Prices set forth by AEP Talent.

Prices for all Products and Services will vary. Prices shall be as posted, listed, or quoted by AEP Talent from time to time. The Contract price does not include expenses, incidental costs (including but not limited to delivery charges) and Value Added Tax and any other applicable duties, taxes or imposts all of which shall be paid by the Customer. VAT is charged at the rate applicable at the time of invoicing or otherwise in accordance with the law. All amounts payable hereunder are payable in full and remitted back to AEP Talent without offset or deduction for taxes. AEP Talent reserves the right to amend any quoted prices at any time prior to the start date of performance of the Services. If the cost to AEP Talent of performing the Contract increases as a result of any breach of these Conditions by the Customer, or the supply of incorrect or inadequate information from the Customer, or any change to the law, or any other reason beyond AEP Talent's reasonable control, such increase shall be added to the amount payable under the Contract. AEP Talent shall notify the Customer of its reasonable estimate, which the Customer shall be deemed to have accepted unless it notifies AEP TALent to the contrary within seven (7) days of its receipt of such estimate. If the parties are unable to agree on any such increase, AEP Talent may cancel the Contract without any liability on either party. Payment is due without any right of set off on presentation of invoice unless credit terms have been agreed in writing with AEP Talent. AEP Talent shall invoice Customer: on starting of professional services or monthly in arrears in respect of recurring services unless otherwise agreed in writing and in advance.  In the event of collection efforts, the Customer agrees to pay all collection and other costs incurred by AEP Talent, including but not limited to, reasonable attorneys' fees. The Customer must submit any errors or mistakes on any invoices to AEP Talent in writing within 30 days of receipt of such invoice but shall not withhold any disputed payments. When a dispute is resolved in favour of the Customer or the invoice has been rendered improperly or at the incorrect time, AEP Talent will promptly issue a credit note and/or a corrected invoice to the Customer. If the Customer is overdue with any payment due under the Contract then, without prejudice to any other right or remedy available to AEP Talent , (a) the Customer shall be liable to pay interest on the overdue amount at the annual rate of eight percent (8%) or any other higher rate permitted by law, which interest shall accrue on a daily basis from the date payment became overdue from the relevant invoice date until AEP Talent has received payment of the overdue amount together with interest that has accrued; and (b) AEP Talent reserves the right to suspend contractual performance until the Customer has rectified matters, to terminate the Contract subject to the terms of Clause 9 (Termination).







6. Cancellation and Termination:

6.1 The Customer may not cancel any Contract without AEP Talent’s prior written consent. 6.2 Notwithstanding Clause 6.1, if the Customer cancels any Contract, the Customer agrees to meet all costs and expenses incurred by AEP Talent as a result of such cancellation. 6.3 AEP Talent or the Customer may terminate any Contract immediately at any time by written notice to the other if:

6.3.1 The other commits a material breach of the Contract which it fails to remedy within thirty (30) days of receiving written notice requiring it to do so; or
6.3.2 the other becomes insolvent, has a receiver or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, or an order or resolution is made for its dissolution or liquidation (other than for the purposes of solvent amalgamation or reconstruction). 6.4 Without limiting Clause 6.3, AEP Talent may terminate the Contract immediately at any time by written notice to the Customer if the Customer for any reason fails to pay any sum due by the date of it becoming due and payable under this Contract. 6.5 Termination shall be without prejudice to the rights of either party accrued at the date of termination including AEP Talents’s right to payment for work performed up to the date of termination. 6.6 Acceleration of Payment. Upon termination of the Agreement, the due dates of all outstanding invoices to Customer for Products, Services and AEP Talent Services will automatically be accelerated so that they become due and payable on the effective date of termination, even if longer terms had been provided previously.

7. Confidential Information and Data Protection:

Each party shall preserve the secrecy of all confidential information of the other which it receives, keep such information secure and protected against theft, damage, loss or unauthorized access, and not use such information for any purpose except as contemplated by the Contract. Moreover, each party shall ensure that such obligations are observed by its employees, officers, agents and contractors. These obligations shall survive the variation, renewal or termination of the Contract for a period of three years but shall not apply to information which is already in or subsequently comes into the public domain through no fault of the recipient. Each Party shall process personal data in accordance with the Data Protection Legislation (which includes applicable data protection legislation including the General Data Protection Regulation ((EU) 2016/679) (GDPR), the Data Protection Directive (95/46/EC), and any national implementing laws, regulations and secondary legislation) as amended from time to time. Terms used throughout this clause including “data controller”, “data processor”, “data subject”, “personal data” and “processing” are as defined in the Data Protection Legislation. Personal data processing will be accomplished through electronic and non-electronic means, for the purpose of these terms and conditions. Customer is responsible for obtaining the consent of all Customer related data subjects whose personal data is provided to or otherwise made available to AEP Talent pursuant to these terms and conditions or any order. Customer authorises AEP Talent to engage sub-processors to the extent required for the performance of these terms and conditions and/or any order. AEP Talent shall in respect of any personal data of the Customer processed under these terms and conditions to maintain such personal data under appropriate, commercially reasonable and sufficient technical and organisational security measures to protect such personal data or information and both Parties warrant to have taken all appropriate registrations under relevant EU Data Protection Legislation. Customer authorises AEP Talent to transfer and (sub)process any personal data outside of the European Economic Area (EEA) in order to perform these terms and conditions and/or the orders, other legal obligations and/or for AEP Talent’s other legitimate interests, provided that such transfer is made in accordance with Data Protection Legislation. Transfers made within the AEP Talent group of companies will be made under a legal framework compliant with the Data Protection Legislation such as the Privacy Shield or the European Commission approved Model Contract Clauses. AEP Talents's privacy policy shall apply to orders placed. A copy of the policy can be found on AEP Talent’s website. Notwithstanding any other provision of these terms and conditions, Customer agrees that

8. Anti-Bribery

The Customer shall (i) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and the US Foreign and Corrupt Practice Act (“Relevant Requirements”) (ii) have and shall maintain in place its own policies and procedures, including but not limited to adequate procedures under the UK Bribery Act 2010 (iii) promptly report to AEP Talent any request or demand for any undue financial or other advantage of any kind received by Customer in connection with this Agreement (iv) immediately notify AEP Talent if a foreign public official becomes an officer or employee of the Customer or acquires a direct or indirect interest in the Customer (and the Customer warrants that it has no foreign public officials as officers, employees or direct or indirect owners) and (v) not engage in any activity, practice or conduct which would constitute an offence under the Relevant Requirements. The Customer shall provide such supporting evidence of compliance as AEP Talent may reasonably request. Breach of this clause shall be deemed a material breach.

9. General:

9.1 These Conditions and the documents referred to in it, including any purchase orders, constitute the entire agreement and understanding of the parties and supersedes any previous agreement or understanding between the parties relating to the subject matter of these Conditions or any purchase order; provided, however, that no terms or conditions printed on any purchase order shall have any effect unless explicitly agreed to by AEP Talent in writing.

9.2 Neither party shall be in default or liable for any delay or failure of compliance with the Contract due to any event which is beyond the control of the defaulting party including, without limitation, fire, flood, hurricane, tornado, earthquake, war, embargo, riot or an unforeseeable intervention of any government authority provided the party suffering such delay or failure of compliance promptly notifies the other party of such delay or failure of compliance.
9.3 The relationship of the parties is that of independent contractors dealing at arm's length, and neither party shall have authority to act for, bind or otherwise create or assume any obligation on behalf of the other.
9.4 The failure or delay of either party to enforce any provision of these Conditions or any Contract does not constitute a waiver of it and shall in no way affect the right later to enforce the term.
9.5 The invalidity or unenforceability of any provision of these Conditions or any Contract shall not adversely affect the validity or enforceability of the remaining provisions.
9.6. Third Party rights: a person who or entity that is not a Party hereto has no right to enforce any term of these Conditions.
9.7 No variation to the scope or terms of these Conditions or the Contract shall take effect unless agreed in writing by AEP Talent. All notices and other communications required or permitted to be served or given shall be in writing and sent by first class post, courier or facsimile to the intended recipient's address as specified above or such other address as either party may notify to the other from time to time.
9.8 The construction, validity and performance of these Conditions and each and any Contract shall be governed by the laws of Sweden and the parties submit to the exclusive jurisdiction of the Swedish Courts to resolve any disputes between them.

March 22 2021