General consulting service terms

Valid from 2020-10-01

The Swedish terms and conditions text applies before the English one

§1 INTRODUCTION

1.1 These provisions apply, unless otherwise stated in writing in the agreement between the parties.

§2 EXECUTION OF THE ASSIGNMENT

2.1 The Consultant undertakes to carry out the assignment described in the agreement between the Consultant and the Purchaser.

2.2 Unless otherwise stated in the agreement, the Consultant's commitment covers only services.

2.3 The Client shall provide the Consultant with instructions and with all such documentation, which is required for the Consultant to be able to perform the assignment. The client is responsible for work management and control. The client is responsible for coordination in accordance with the Work Environment Act.

2.4 The Consultant is responsible for the assignment being completed at a certain time only if this is explicitly stated in the agreement.

§3 STAFF

3.1 If a person who is engaged in the assignment quits his / her employment, is on sick leave for a longer period of time, is called in, requests parental leave or is absent for similar reasons, the Consultant shall appoint another suitable person to carry out the assignment. If the Consultant is unable to replace staff in the assignment, the Purchaser has the right to terminate the agreements and assignments entered into.

3.2 The consultant has the right to hire a sub-consultant to carry out a certain part of the assignment.

§4 EXPENCES, CHARGES AND FEES

4.1 An agreement on a fixed price must be made in writing. If this has not happened, the agreement is an ongoing billing agreement. Price estimation or similar is not binding as a fixed price. Billing on a current account takes place with the hourly fees stated in the agreement or otherwise with the hourly prices that the Consultant applies at the time of performing the work.

4.1.1 Overcharging for fixed price assignments. If the assignment is specified as a fixed price assignment, the Consultant has the right to charge up to 15% above the agreed fixed price without prior notice to the Customer if the Consultant can document that it is done due to unforeseen events including but not solely depending on the Customer's computer health and operating suppliers' problems.

4.2 The consultant is also entitled to compensation for costs etc. as follows:

4.2.1 Travel and subsistence allowance with an amount corresponding to cost.

4.2.2 Travel time compensation during regular working hours with hourly fee, determined in accordance with 4.1, and for travel at other times with half such hourly fee.

4.2.3 For agreed overtime work during non-holiday Mondays - Fridays, 06.00-20.00, with 150% of hourly pay and with 200% during other times.

4.2.4 For any expenses that the Purchaser must pay, with cost and a reasonable surcharge for administration.

4.3 The consultant has the right to increase remuneration that is not covered by a fixed price at each calendar year change in relation to the change in LCI salaried employees SNI 2007 during the past calendar year.

4.4 Agreed prices, compensation norms or amounts do not include VAT or other tax or fee or similar levy.

4.5 All payment must be made in Swedish kronor (SEK) unless the Purchaser has its registered office outside Sweden and in that case payment must be made in Euro (EUR). If the parties have expressly agreed to do so or if it follows from mandatory law that payment must be made in another currency, the Consultant has the right to recalculate all compensation as follows. Recalculation may take place if the value of the agreed currency in relation to SEK on the due date has changed by more than two percent from the agreement date. The exchange rates to be used are middle rates (average exchange rate between selling and buying rates) which for the contract date resp. the due date has been noted by the "Swedish Riksbank".

§5 PAYMENT

5.1 The consultant has the right to continuously invoice work performed twice a month. The invoice must state the number of working hours and hourly fee for each person participating in the assignment and / or agreed fixed-price service.

5.2 Payment must be made no later than 14 days from the invoice date.

5.3 Interest on arrears is paid in accordance with the Swedish Interest Act.

5.4 If payment is not made by the Purchaser despite 2 reminders, the Consultant has the right to suspend or prevent the Purchaser's use of functions and services that are affected by the agreement. Once the Purchaser has paid, the Consultant shall restore such blocking.

5.5 The Consultant has the right to use debt collection services to get paid if the Purchaser fails to pay despite reminders.

§6 PROPERTY RIGHTS etc.

6.1 The ownership of systems, programs, documentation and the like, which has been added in connection with the assignment and which the Purchaser has specially ordered and paid for, is the Purchaser's, after he has paid full payment.

6.2 The ownership and copyright of methods, programs, systems, documentation and the like, which are not ordered and paid for by the Purchaser, is the Consultant's. The client may not, without special agreement, use, reproduce, transfer or exploit such property.

6.3 The consultant has the right to the know-how, which is obtained through the assignment.

6.4 The consultant reserves the right of ownership of the delivered goods in appropriate cases, until full payment for the entire delivery has been made.

§7 CONFIDENTIALITY

7.1 The Consultant has the right to publicly refer to the Purchaser's choice of the Consultant's services and the type of services provided. The Consultant may further, with the Purchaser's prior written consent, publicly refer to the solution that has been or will be introduced and publish a general description with views on reasons for the Purchaser's choice and benefit to the Purchaser.

7.2 The parties undertake not to disclose sensitive information about each other to unauthorized persons. Confidential information is not considered information that has already become generally known or has rightfully been obtained from third parties. Other confidentiality conditions shall be regulated in a special document.

§8 RESPONSIBILITY

8.1 The consultant has project responsibility, project management responsibility or responsibility for functionality, availability, performance or equivalent only by express agreement.

8.2 The Consultant's liability for damages is, unless the damage was caused intentionally or through gross negligence, limited to direct damage, which the Consultant caused by negligence. The liability does not cover indirect damage such as loss of income, profit or savings, loss of production, loss of data, third party damage or consequential damage.

8.3 If the Consultant is responsible for a certain delivery time, a fine is paid in the event of a delay. The Consultant may not be fined if the delay is caused by the Purchaser or by an event that is beyond the Consultant's control. The amount of the fine is a maximum of 0.5% of the value of the agreement per delayed week, however, a maximum of 10% of the total value of the agreement and never more than the amount the Purchaser has so far paid the Consultant for services within the agreement.

8.4 The consultant has the same responsibility for the sub-consultant's work as for his own work. For hardware or other equipment or system or standard software, which the Consultant has delivered, the Consultant's liability is limited to the liability, which resp. supplier has.

8.5 The consultant's total liability for damages - incl. ev. fine - limited to an amount corresponding to 25% of a corresponding calculation basis, as specified in 8.3. The consultant is not obliged to repay the compensation received in addition.

8.6 The customer's right to damages, fines or other compensation is forfeited, if the claim for compensation is not made in writing without delay and no later than three months from the time the grounds for damages were discovered or removed. The consultant's liability for hidden errors or otherwise is in any case limited to errors or circumstances that were discovered and pointed out within six months after the assignment was completed and in assignments that lasted for more than one year, after the relevant part of the services was performed.

§9 INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHT

9.1 The Consultant owns forever all rights to methods, ideas, processes, tools, know-how and the like that the Consultant has created and used during the time that the Consultant has performed its services to the Purchaser.

9.2 If the Consultant does not make a patent application as part of the Services and since the Consultant does not automatically make patent applications, the Consultant can not guarantee that the intellectual property licensed by Vanjos Consulting to the Customer under the Services does not infringe the rights of third parties. The Consultant is responsible for ensuring that contractual use of the system, product or documentation, which the Consultant has developed and otherwise provided, does not infringe on third party's patent, copyright or trademark rights. The customer is obliged to notify the Consultant immediately, if such an infringement is alleged or can be feared.

§10 FORCE MAJEURE

10.1 If the performance of the Consultant's performance is prevented by any unforeseen circumstance beyond the Consultant's control, this shall mean that the Consultant is partly released from damages, fines and other sanctions, and partly entitled to an extension of time. If the assignment in such a case is substantially prevented for more than three months, the Consultant has the right to terminate the agreement without liability for compensation.

§11 CANCELLATION | TERMINATION

11.1 The Purchaser has the right to terminate the agreement, if the Consultant has materially breached the agreement and despite a request has not made a correction within a reasonable time. However, the customer does not have the right to terminate the agreement due to delay, until the Purchaser has been entitled to a maximum fine. If the Client has terminated the agreement in accordance with this section, the Consultant is, as in the case of termination in accordance with § 10, entitled to compensation for work performed and costs, insofar as the result of the Consultant's work is used or can be used in a meaningful way.

11.2 The Consultant has the right to terminate the agreement, if the Purchaser has materially breached the agreement and, despite a request, has not made a correction without unreasonable delay.

11.3 A party has the right to terminate the agreement if the other party has been declared bankrupt, has entered into composition negotiations, suspended payments or can still be considered insolvent.

§12 DISPUTES

12.1 Disputes concerning the interpretation or application of the agreement shall be settled by a general court.

§13 APPLICABLE LAW

13.1 Swedish law shall apply to the agreement.

§14 LANGUAGE

14.1 The Swedish text of these general consulting terms always applies before the English version.

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