These terms and conditions (the “Terms”) govern the Go North services (i.e., the Service) and the use of our website http://www.gonorth.co (the “Website”).
The Terms apply between us, Go North Group AB, a company duly organized under the laws of Sweden with company reg. no 559252-2188 (“we” or “Go North”), and such natural or legal person (“you” or the “User”) who has accepted to be bound by them and has the right to do so (whereupon Go North and the User shall be deemed to have entered into the “Agreement” consisting of the Terms and the User’s acceptance of them). The User and Go North are collectively referred to as the “Parties” and individually as a “Party”.
Users who are natural persons warrant, by accepting the Terms, that they are at least 18 years old and has the legal right to enter into the Agreement. A natural person accepting the Terms on behalf of a User who is a legal person, warrants, in connection therewith, that such person has the legal right to do so, and should this nevertheless not be the case, such person shall be personally liable for its undertakings hereunder.
We are an ecommerce aggregator, and our business mainly consists of the purchasing of businesses and brands, either through a share transfer or an asset transfer (in the Terms, such part of our business, as offered from time to time, is referred to as the “Service”). Our business also consists of the offering of goods for sale, mainly through Amazon, however such part of our business is hereby explicitly excluded from the scope of the Terms (but is governed by separate terms).
Subject to Clause 2.1, any service directly provided or offered as part of the Service as described above, shall be included in the definition of the “Service” unless the context clearly indicates otherwise. This means, for example that our work with assessing, evaluating, and purchasing businesses is part of the “Service”.
The Service is provided through the Website and through other ways of communication such as by mail, phone, and physical meetings.
For the avoidance of doubt, we may hire subcontractors for the provision of the Service or parts thereof (whose actions we will be entirely responsible for).
Should the Parties agree that we shall evaluate your business for the purpose of a potential purchase of your business or a part thereof (upon your request or following us approaching you) (a “DD Process”), you agree and acknowledge that we have no obligation to complete such DD Process and we shall have the right to terminate the DD Process at any time. Neither, we shall have any obligation to proceed with any agreement on a transaction or relationship concerning your business.
Before commencing a DD Process, the Parties may agree to enter into a term sheet/letter of intent. To the extent such term sheet/letter of intent differs from the provisions set forth in the Agreement, the provisions of such term sheet/letter of intent shall take precedence.
For the purposes of the DD Process, the Parties might disclose to each other certain confidential or other sensitive information (whether written or oral and irrespective of form, referred to as “Confidential Information”). Information about the existence of the Agreement as well as the fact that the Parties have entered discussions relating to your business and the Service also constitute “Confidential Information”.
Notwithstanding the provisions of Clause 4.1, information which i) at the date of its disclosure is in the public domain or at any time thereafter comes into the public domain, other than by breach of the Terms or another confidentiality undertaking; or ii) the receiving Party can evidence was in its possession or was independently developed at the time of disclosure and was not obtained, directly or indirectly, by or as a result of breach of the Terms or another confidentiality undertaking, shall not be deemed to be “Confidential Information”.
Confidential Information may be used for the purpose of the DD Process only and may not be disclosed by the receiving Party to any third party but only to such Party’s Representatives on a need-to-know basis, provided that such Representative (as defined below) is bound by a confidentiality undertaking covering the relevant information. This confidentiality undertaking shall apply during the term of the Agreement and for two years thereafter. Notwithstanding anything to the contrary set forth herein, a Party may disclose confidential information to the extent required by law or regulation, or a decision of a court or competent authority.
The term “Representative” shall, when used herein, refer to a Party’s employees, officers, directors, direct or indirect shareholders, and legal and financial advisors.
Should the Parties enter into a separate confidentiality agreement, and to the extent such confidentiality agreement differs from the provisions set forth in this Section 4, the provisions of such confidentiality agreement shall take precedence.
All intellectual property rights relating to the Service and the Website, and all information contained therein (such as but not exclusively copyright (including source code), trademarks and designs) (“Intellectual Property Rights”) constitute the exclusive property of ours, our subcontractors or a third party. The Agreement does not imply that any rights to Intellectual Property Rights are transferred.
To the fullest extent permitted by law, the Service is provided on an “as is” basis, without any guarantees of any kind, whether explicit or implied,
We can never be held liable for indirect or consequential damages, including but not limited to, loss of profit, suffered by you as a result of this Agreement.
The Website may contain links to websites and resources provided by third parties. These links are provided for your convenience only, and you acknowledge that we have no control over the content of such third-party websites or resources, and therefore accept no responsibility for them or any loss or damage that way arise from your use of them. If you decide to access any such third-party websites or resources, you do so entirely at your own risk and subject to the terms and conditions for such websites.
The limitation of liability provisions under the Agreement do not apply to the extent we have acted intentionally or through gross negligence, and only to the extent permitted by appliable law.
The Agreement enters into force upon your acceptance of the Terms, subject to Clause 1.2, and shall apply at any time you visit our Website and/or use our Service.
The termination of the Agreement shall not affect any rights and obligations that has arisen prior to termination. Regardless of the termination of the Agreement, the Terms shall, where applicable, for instance as regards confidentiality (Section 4) and law and disputes (Section 9), continue to apply during the period explicitly set forth herein or with otherwise is necessary for the Parties’ intention when entering into the Agreement.
Substitution: If a provision of the Terms shall be deemed invalid, this shall not result in the entire Agreement shall be deemed invalid. Instead, an appropriate adjustment of the Terms shall be made to, to the fullest extent possible, achieve the intended purpose.
Changes and additions: Changes and additions to this Agreement must be made in writing and duly signed by both Parties.
This Agreement shall be governed and interpreted in accordance with Swedish law (however not including conflict of law provisions).