- Scope of the Service
- SRJk (the supplier) shall perform the service according to agreed specifications with the customer.
- Performance of the Service
- The Parties shall co-operate and consult each other in conjunctions with the performance of the Service. Each Party shall appoint its own contact person who will be responsible for the co-operation regarding the Agreement. The other Party shall be informed of the choice of contact person. The authority of contact persons to represent the respective Parties shall be set forth in the Agreement.
- The Supplier shall perform its obligations with employees who are suitably qualified and skilled, and in a professional manner.
- Unless otherwise specifically agreed, the Supplier shall not be entitled to engage sub-consultants for the performance of the Service. In the event the Supplier engages sub-consultants, the Supplier shall be primarily liable for the work of such sub-consultants.
- The Supplier undertakes to inform the Customer in the event that he intends to engage sub-consultants or cause an employee other than the agreed, named person, to perform the work within the framework of the Service. The Customer has the right to approve or deny any change of named persons
- The Customer shall provide the Supplier with access to the information and material regarding the Customer's business, and access to the Customer's premises, which is required for the performance of the Service. The Supplier shall comply with the prevailing security regulations in conjunction with the performance of the Service.
- The Customer shall ensure that personal information is treated in accordance with current legislation. The Supplier shall comply with the Customer's instructions regarding the treatment of personal information.
- Party shall immediately inform the other Party upon learning of circumstances which may give rise to a material change in the performance of the Service.
- Subject to the limitations set forth below, the Supplier shall be liable for direct loss suffered by the Customer due to gross negligence.
- Party' s liability in damages shall be limited to the amount specified in the Agreement. Where a maximum amount has not been specified in the Agreement, the liability in damages shall be limited to a total of 5 statutory basic amounts, however not more than 50 % of the fee for the Service. In conjunction with engagements on open account basis, the fee shall consist of the fee for the last 3 months of the Service. "Statutory basic amount" means a basic amount in accordance with the National Insurance Act (SFS 1962:381) in force when the loss occurs. A Party shall not be liable under any circumstances for loss of profit or other consequential loss including the other Party’s liability to pay compensation to a third Party or for loss of data.I
- n the event the Supplier has been negligent in the performance of the Service (hereinafter referred to as Fault in this section 3.3), the Supplier shall, without unreasonable delay, rectify the Fault complained of by the Customer in accordance with section 3.4 below. The Supplier's responsibility shall not extend to situations in which the correction of the Fault would cause the Supplier to suffer inconvenience or incur costs, the extent of which are unreasonable in proportion to the significance of the Fault for the Customer. In the event the Customer does not rectify the Fault, the Customer shall be entitled to a reasonable reduction in compensation for the deficient work.
- In order to preserve its rights to commence proceedings, a Party must submit a claim for compensation not later than two (2) weeks from such time that the Party discovered or should have discovered the basis of the claim, however not later than three (3) months after performance of the work.
The Customer shall be granted a non-exclusive right for an indefinite term to exploit for the agreed purpose, and in conjunction with such exploitation, modify and reproduce for its own use, the results of the work performed by the Supplier within the framework of the Service. In the event the work performed by the Supplier contains components which the suppler has stated belong to a third Party, the Customer may not modify such components without the consent of the proprietor.
- Procurement of Rights
- A Party which provides material shall be responsible for obtaining from the rights holder any rights which are required for the performance of the Service in accordance with this Agreement.
- As regards such material, the Supplier shall be liable to ensure that the material provided by him within the scope of the Service does not require any additional licences or require royalties in order to use the service in accordance with the Agreement over and above what is specified in the Agreement
- During the performance of the Service or for a period of one year thereafter, each Party undertakes that it shall not disclose to any third Party, without the other Party's consent, such information regarding the other Party's operations which may be considered as a business or professional secret, or information which is covered by a duty of confidentiality as prescribed by law. "Business and professional secrets" shall at all times be treated as information, which a Party has stated as being confidential. The duty of confidentiality does not apply to such information which a Party is able to demonstrate became known to him in a manner other than through the Service, or which is in the public domain. Nor does the duty of confidentiality apply where a Party is liable to provide such information according to law. In the event that a Party is obliged by law to provide such information, the other Party shall be informed in respect thereof prior to such disclosure.
- Both Parties shall ensure that confidentiality in accordance with the above is maintained through confidentiality undertakings with employees or other appropriate measures. A Party shall ensure that engaged sub-contractors and the employees thereof who are affected by the Service also sign a confidentiality undertaking containing equivalent provisions to the benefit of the other Party.
- Fees: Unless otherwise agreed, the Customer shall pay compensation on open account basis at an hourly rate, overtime compensation, etc. as set forth in the suppliers price list.The fees are exclusive of VAT and other, additional taxes levied on the services following execution of the Agreement.
- Expenses, Travelling Expenses: The Supplier shall be entitled to reimbursement for expenses if not else set forth in the Agreement. The Supplier shall be entitled to compensation for travel, boarding and lodgings, according to agreement.
- Unless otherwise agreed, the Supplier shall be entitled to receive payment once a month for performed and reported work, as well as for costs incurred.
- Payment shall be made against invoice. Where payment is to be made in respect of reported work, the invoice shall set forth the nature and scope of the work performed during the time period to which the invoice relates, the expenses incurred during the period, as well as other compensation which has been separately agreed, and shall specify the number of hours or days worked, together with the hourly or daily rate for all persons or categories of employees who have been engaged in the Service. Payment shall be made not later than 30 days after the date the invoice was issued.
- Force majeure
Where a Party is prevented from fulfilling its obligations in accordance with this Agreement due to circumstances which are outside the Party's control such as lightning, employment disputes, fire, amendments to rules of public authorities, intervention by public authorities, as well as errors or delays in services form sub-contractors as stated herein, such circumstances shall constitute an excuse, which occasions a postponement of the time for performance and release from liability in damages and other penalties. Each Party shall be entitled to terminate the Agreement in writing where performance of the Agreement is materially prevented for a period in excess of three months as a result of any circumstances as specified above. In the event of such termination, the Supplier shall be entitled to compensation according to the Agreement for work performed and proven, necessary costs.
This Agreement shall be governed by the laws of Sweden.
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered at the Arbitration Institute of the Stockholm Chamber of Commerce (SCC Institute). The SCC Institute's Rules for simplified proceedings shall be used and the SCC Institute rules concerning those proceedings shall apply.
The amount in dispute includes the claimant's claims in the request for arbitration and any counterclaims in the respondent's reply to the request for arbitration