Fees are billed on a rolling basis in arrears, with payment terms of 10 days. In event of late payment, late payment interest is charged pursuant to the Swedish Act on Interest on Late Payments (1975:635) as well as a late fee of SEK 450. The client’s supplier billing procedures must be followed. The client must provide the information required for the parties’ internal billing procedures to work. The client’s procedures must be simple and not waste the consultancy company’s time.
CANCELLATION OR POSTPONEMENT OF ORDERED SERVICES
In the event of cancellation, in whole or in part, of ordered services (additional services or services according to the assignment description), or if the client postpones the performance of specially agreed services according to a fixed schedule, the consultancy company is entitled to remuneration corresponding to the consultancy company’s fee for the service in question and the costs incurred. However, the consultancy company is not entitled to a fee if the client cancels the order in writing with the consultancy company or gives more than three months’ notice of schedule changes. If the consultancy company can re-plan the consultant’s or consultants’ ongoing activities so that the agreed fee can be fully or partially covered by new revenue, the fee to the client shall be fully or partially reduced to the corresponding extent.
TERM OF AGREEMENT
The contract is valid from the agreed date and continues until further notice with a notice period of three (3) months. Termination must take place in accordance with the section TERMINATION OF AGREEMENT below.
TERMINATION OF AGREEMENT
a) Notice period prior to termination
If the parties have agreed on a fixed contract period, the contract ends on this date. If the agreement is valid until further notice, a three-month mutual notice period applies.
b) Breach of agreement
The parties have the right to terminate this agreement with immediate effect, without giving notice for rectification or notice in general, if the other party has committed a material breach of the agreement, or if the other party can be assumed to be insolvent, has suspended payments, has initiated company restructuring, abates its creditors, goes bankrupt or is in liquidation. The consultancy company has the right to terminate the agreement immediately and suspend the delivery of services if the client does not pay invoices that are due for payment.
Furthermore, the consultancy company has the right to terminate this agreement with immediate effect, without giving notice for rectification or notice in general, if the performance of the service requires the consultancy company’s representative to be present on the client’s premises and this would expose them to work environment problems, abuse or discriminatory treatment.
RECRUITMENT OF CONSULTANTS
The client undertakes not to actively recruit the consultancy company’s staff (HR consultants) or its sub-consultants for employment with the client or as consultants in the guise of freelancers during the term of the agreement and for 18 months after the end of the term of the agreement. This also applies to subsidiaries in the client’s group of companies. In the event that the client wishes to employ the consultancy company’s staff or its sub-consultants, the parties agree that the client shall pay a recruitment fee corresponding to six months’ remuneration and no less than SEK 300,000 excluding VAT. If there is no monthly fixed fee, the recruitment fee shall be the average of the fees billed over a maximum of the last 12-month period. The above also applies if the recruitment results in staff or sub-consultants providing services within the framework of the assignment through their own company or another external company.
Personal data must be processed by the parties in accordance with the provisions of the European General Data Protection Regulation (GDPR). The consultancy company may need to see the personal data of employees, among others, in order to carry out the assignment. The consultancy company is not entitled to obtain or process the client’s data without a separate agreement to this effect and on the condition that such processing can take place in accordance with current data protection legislation. In the event that the party processes personal data exclusively on behalf of the client, a data processing agreement must be drawn up in accordance with the GDPR and other applicable data protection legislation.
The parties undertake not to disclose confidential information to third parties for as long as they are a party to this agreement and for a period of two years thereafter.
Regardless of what is stated herein, the parties reserve the right to disclose information that would otherwise have been confidential if and to the extent that such disclosure:
a) is required by law or the decision of a public authority;
b) is required in legal proceedings arising out of this agreement;
c) is approved in advance in writing by the other party;
d) is made to the party’s professional advisors, provided that such advisors undertake to observe the provision in point a) above as if they were themselves a party to the agreement; or
e) refers to information that is or becomes public knowledge after the date of the agreement in a way other than through a breach of the agreement or another confidentiality obligation.
The consultancy company is responsible for ensuring that it holds valid liability insurance for the execution of the assignment.
USE OF IDENTIFIERS ETC.
The client permits the consultancy company to use its logo or trademark on the consultancy company’s website and in marketing contexts, provided that confidentiality in general is observed.
A party is exempt from penalties for its failure to fulfil certain obligations under this agreement if the failure is due to circumstances specified below (“exculpatory circumstances”) and this prevents, significantly complicates, or delays the fulfilment of its obligations. Exculpatory circumstances include war, natural disasters, worldwide epidemics, pandemics, a labour market conflict with a party or third party, fire, major accident, or government action. The party requesting exemption under the provisions above must notify the other party without delay. Regardless of what is stated above regarding exemption from penalty, the party has the right to terminate the agreement with immediate effect if the fulfilment of a certain obligation is delayed by more than six months.
LIABILITY AND LIMITATION OF LIABILITY
The consultancy company’s liability for each assignment is limited to a maximum of SEK 1,000,000 per year. If the total fee for an assignment is less than SEK 100,000, the consultancy company’s liability is limited to an amount corresponding at most to the fee for the assignment in question. The consultancy company is not responsible for the client’s liability to third parties due to third-party use of documents or advice from the consultancy company. If the consultancy company interrupts the performance of an assignment or the relationship with the client due to circumstances attributable to the client or due to a legal obligation, the consultancy company shall not be liable for any damage that this may cause.
COMPLAINTS, DEADLINES AND CLAIMS
The consultancy company’s business is based on its clients being satisfied with how the services are performed. If the client is dissatisfied with the way the assignment has been performed or has a complaint in respect of the consultancy company, the client must notify the consultancy company promptly and as soon as possible.
If the client wishes to file a claim against the consultancy company, this must be done as soon as possible after the circumstances on which the claim is based became known to the client and no more than six months after the assignment has ended. However, the claim must be filed no more than one month from when the client became aware of the said circumstances. In the event that complaint deadlines are not observed, the client shall not be entitled to compensation.
The agreement constitutes the parties’ complete regulation of all issues concerning the agreement and replaces all written or oral agreements, commitments and declarations that preceded them.
Amendments and additions to the agreement must be made in writing and duly signed by the parties in order to be binding.
All communication regarding the agreement must:
(a) be in writing;
(b) be in Swedish or English; and
(c) be delivered by courier or recorded post, or sent by e-mail to the following persons and addresses (or such persons and addresses as the parties have communicated between them from time to time):
The communication shall be deemed be take effect when it has reached the party and shall be deemed to have reached the party:
(a) upon delivery, if delivered by courier;
(b) two business days after submission into the postal system if sent by recorded post; or
(c) when received in legible form (according to a report generated by the sender’s computer registering communication from the recipient’s server, confirming that the e-mail was delivered to the relevant address or as otherwise verified) if sent by e-mail.
DISPUTES AND APPLICABLE LAW
Disputes arising from the assignment and this agreement are to be settled by a general court.