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General terms and conditions - Client

 

Contents

  1. APPLICABILITY
  2. DEFINITIONS
  3. ASSIGNMENT AGREEMENT
  4. CONFIRMATION OF ASSIGNMENTS
  5. WORKING ENVIRONMENT
  6. COMPLAINT
  7. LIABILITY
  8. INTELLECTUAL PROPERTY RIGHTS
  9. PERSONAL DATA
  10. CONFIDENTIALITY
  11. AGREEMENT PERIOD
  12. GROUNDS OF EXEMPTION
  13. TRANSFER RESTRICTION
  14. NOTIFICATIONS
  15. DISPUTES
  16. MISCELLANEOUS

1. APPLICABILITY

1.1   These provisions regulate the agreement relationship between Cool Company Skandinavien AB (hereafter “CC”) and the Client (hereafter “the Client”).

1.2   The General Terms and Conditions regulate a commercial and legal relationship between CC and Client. CC hires Independent Contractors who carry out work for the Client on behalf of CC. Applicable in addition to these General Terms and Conditions are the Assignment Agreement and in some cases a Cooperation Agreement.

2. Definitions

Independent Contractor refers to a private individual who choses to take up a temporary employment with CC in the form of a general fixed-term employment in accordance with Paragraph 5 of the Swedish Employment Protection Act (LAS). CC is the employer and there is an employment contract between CC and the Independent Contractor.

Client refers to a company or a private individual ordering work from CC. The work is performed by an Independent Contractor in the form of an Assignment.

Cooperation Agreement refers to a framework agreement that can be entered between the Client and CC to regulate a cooperation.

Agreement Assignment refers to an agreement entered between CC and the Client for specification of the performance, i.e. the Assignment to be carried out.

Assignment refers to work performed by the Independent Contractor on behalf of the Client. The price of the Assignment is set by the Independent Contractor.

Result refers to all material and the result in some way produced, manufactured and performed by the Independent Contractor within the Assignment.

Administrative Work refers to the work carried out by CC as specified below:

– Invoicing
– Salary administratio
– Administration and payment of employer contributions and paying tax to the Swedish Tax Agency
– Income statements
– Issuing of employer certificates
– CC provides the applicable insurances

3. Assignment agreement

3.1   CC is a legal contracting party and contractor in relation to the Client.

3.2   CC reserves the right, in each individual case, to decline employment for Independent Contractors without providing any reasons. CC especially objects to taking an Assignment if there are circumstances which prompt CC to consider the Independent Contractor’s working environment to be unsatisfactory. CC never accepts an Assignment outside of the scope of CC’s insurances. Upon request from a potential Client, CC may provide information and confirm whether approval exist.

3.3   The Client shall be able to provide the necessary information about the tasks to be performed, the period of work, working hours, applicable collective agreements, other applicable local agreements, or other circumstances that are of importance to the work to be performed.

3.4   A Client who has confirmed an Assignment and assignment description with CC prior to the commencement of the Assignment are in all events liable to compensate CC for the entire assignment period at the previously agreed price. Dates of the Assignment shall be clearly stated in the Assignment Description, as well as the results expected from the Assignment. The Client is not obligated to compensate CC for the entire assignment period, as specified in the Assignment Description, if the Assignment is terminated in advance due to the Independent Contractor’s misconduct. The misconduct shall in these cases be proven by the Client and shall constitute a breach by the Independent Contractor of a regulated provision in the General Terms and Conditions or Temporary Work Agreement with CC.

3.5   In all events, the Client is obligated to inform the Independent Contractor by providing a work description.

3.6   Compensation shall be calculated at a gross figure of no less than SEK 120, and the Client thereby undertakes not to price the Assignment lower than this.

3.7   If the costs incurred by the Independent Contractor or CC increase in regard to an Assignment due to changes in law, EU law, interest or applicable charges, the Independent Contractor and CC are entitled to retroactively adjust the price of the Assignment to reflect the increase in cost, both in terms of the Assignment and of Administrative Work.

4. Confirmation of Assignments

4.1   The Client shall approve the General Terms and Conditions, which is made by the Client accepting the Assignment. The General Terms and Conditions can also constitute an appendix to a possible Cooperation Agreement with the Client. Before the Assignment begins, an Assignment Agreement is entered with CC to specify each Assignment. The Assignment Agreement describes the Assignment through an Assignment Description including the nature, scope, agreed on requirements and length of the Assignment.

4.2   If CC needs to process personal data relating to the Client, such processing is performed based on legal grounds and in accordance with the applicable law at each given time. Information about the processing under CC’s responsibility can be found in the Privacy Policy on the website.

5. Working environment

5.1 Both Client and the Independent Contractor shall comply with the Swedish Work Environment Act and the Provisions of the Swedish Work Environment Authority. It is the Client’s responsibility to manage, monitor and follow up the work of the Independent Contractor. The Client shall provide any necessary instructions and information which are required in order for the Independent Contractor to correctly and safely carry out the Assignment from a work environment perspective. The Client shall provide the workplace and necessary equipment required for the Independent Contractor to carry out the Assignment.

The Independent Contractor shall be informed of possible risks of an Assignment in order to carry it out without risk of damage or injury. CC informs the Independent Contractor of any risks prior to the start of the Assignment through a work environment instruction for the industry in which the Independent Contractor is employed. However, the Client shall always take the protective measures required for the Independent Contractor not to be subjected to ill-health or accident.

5.2   The Client may not act in any way that subjects the Independent Contractor to discrimination or offensive treatment. The Client, who is not a private individual, shall be responsible for the Independent Contractor as for their own staff and treat the Independent Contractor fairly and equally in relation to other staff. The Independent Contractor shall furthermore be informed of laws and ordinances along with internal instructions and procedures attributable to the activities of the Client.

5.3   The Client shall always ensure that the Independent Contractor has the appropriate training to carry out an Assignment.

5.4   The Independent Contractor may not carry out an Assignment requiring access to areas where there is a significant risk of ill-health or accident, without first having received sufficient instructions and relevant protective equipment from the Client.

5.5   If the Client can be considered responsible for a workplace, the Client shall ensure that the workplace has such fixed facilities that the Independent Contractor operating there is not subjected to risk of ill-health or accident. The Client shall also ensure that other facilities in the workplace can be used without such risk.

5.6   Working hours are to be scheduled in accordance with the Swedish Working Hours Act (1982:673) and any regulations issued pursuant to applicable law. Maximum working hours prescribed by law may not be exceeded and the Client may not exert any form of pressure on the Independent Contractor regarding work in addition to that permitted by law.

5.7   Premises, machinery, tools, protective equipment and vehicles shall either be obtained by the Client, or borrowed. Regardless of how they are acquired, it is the Client’s responsibility to verify that these are in accordance with the provisions of this section, and CC disclaims all liability in this regard. Assignments that entail installation of technical equipment may not be carried out unless necessary protection equipment has been installed before and other necessary protective measures have been taken. Vehicles shall be approved for use in traffic and may not be driven in a manner that can be considered unsafe. For Assignments that may require some form of protective equipment, such suitable equipment shall be used. When using protective equipment, all such equipment shall be approved for the intended purpose, maintained, inspected by an accredited company if this is a requirement in accordance with work environment regulations, as well as intact and used correctly. For work requiring protective equipment, such equipment shall have been obtained prior to starting the Assignment. Premises, machines, tools and other technical installations which are to be used by the worker shall be kept in good condition.

5.8   The Client may not in any case execute reprisals or otherwise treat the Independent Contractor worse due to any report to CC regarding working environment or other circumstances in the workplace.

5.9   CC plans, manages and monitors its activities as far as possible in each individual case for the working environment to fulfil prescribed requirements for a good working environment.

5.10 An investigation is carried out by CC, or possibly with the help of the Client, of working injuries, risks in the activities and measures are taken as a result of these.

5.11 CC documents the working environment and related work and tries to introduce suitable measures based on analyses in order to achieve a safe working environment for the Independent Contractor.

5.12 CC is responsible for work adaptation and rehabilitation activities for the Independent Contractor during the Assignment.

5.13 CC has a safety representative and a safety committee that the Independent Contractor can turn to with information regarding a deficient working environment.

6. Complaint

6.1   The Client shall immediately make a written complaint to CC relating to fault or deficiency attributable to CC’s responsibility for the Assignment. A written complaint regarding fault or deficiency discovered by the Client after completion or termination of the Assignment shall be made within seven (7) calendar days after the Assignment has been terminated. In the event that the Swedish Consumer Services Act (1985:716), or the Consumer Sales Act (1990:932) is applicable, a complaint is made in accordance with applicable parts of each act, which means that the provisions under the Complaint section are not applicable in any parts deviating from applicable law.

6.2   The complaint shall contain clear information regarding the nature and scope of the fault or deficiency. The Client forfeits their entitlement to damages or price deductions unless the Client lodges a complaint within the prescribed time and in the prescribed manner.

6.3   Following a complaint or remark, CC shall be given an opportunity to rectify the fault of deficiency within a reasonable time before the Client makes a claim for damages or price deduction. What constitutes a reasonable time is determined in consideration of the nature and scope of the fault or deficiency.

6.4   In order to entail a right to compensation, claims for damages or price deduction against CC shall always be preceded by a complaint and shall be made in writing to the Client without undue delay no later than three (3) months from the termination of the Assignment to which the claim relates.

6.5   Remarks regarding the work of the Independent Contractor shall be made directly to the Independent Contractor and thus not to CC.

7. Liability

7.1   The Client, who is not a private individual, is responsible for faults and damages that the Independent Contractor may cause the Client or third party within the scope of the Assignment carried out by the Independent Contractor for the Client. CC shall be free from liability for all damages with the Client or third party which arise due to the work carried out by the Independent Contractor for the Client. The Client shall take out and maintain adequate insurance for their operation, including insurance relating to the Independent Contractor and their work on behalf of the Client. The Independent Contractor shall in this respect be considered equivalent to an employee of the Client. In the event that the Swedish Consumer Services Act (1985:716), or the Consumer Sales Act (1990:932) are applicable, applicable parts of each act shall take precedence over what has been regulated under section 7, and the provisions of section 7 are thus not applicable in any parts deviating from applicable law. Liability for personal damage is regulated in accordance with Swedish law.

7.2   CC pays for salary, social contributions, accident insurance (TFO) and group life insurance (TGL). CC is not liable in any case for indirect damages such as loss of profit, deficit or other consequential loss, including the Client’s possible liability for damages towards a third party or loss of data.

7.3   CC is not liable for damage:

a) to the Client’s motor vehicle or for consequential damage resulting from such damage;
b) to property being transported by the Client’s own or rented motor vehicles;
c) which is covered by the Motor Traffic Damage Act or corresponding Swedish or foreign legislation;
d) which occur as the result of motor vehicle traffic when used within a fenced competition area;
e) through aircraft nor the liability that can be assigned to the insured party in the capacity of flight manager;
f) as the result of collision caused by ship or by a towed object; or
g) attributable to patient injury according to law.

7.4   If CC incurs liability for damages, CC’s liability is limited to a total of 0.5 price base amounts; however, no more than the price of the Assignment. In case of Assignments on current account, the price of the Assignment is calculated based on the price of the last twelve (12) months of the Assignment. A price base amount refers to the price base amount in accordance with the Swedish Social Insurance Code (2010:110) that is applicable at the time of the damage arising.

7.5   If no agreement has been made between the Independent Contractor and CC and between CC and the Client, CC can in no way be considered liable.

7.6   In case the Client can be assigned liability in accordance with applicable legislation, the Client shall be responsible for the work that the Independent Contractor carries out for the Client. In case the Client cannot be assigned liability, any damage caused by the Independent Contractor shall be covered by CC’s liability insurance. CC’s liability is limited to the applicable insurance policy for each category of employment relating to the activity area.

8. Intellectual property rights

8.1   CC shall ensure, as far as is permissible by law, that the intellectual property rights to all Results are transferred to CC. CC transfers all Results produced by the Independent Contractor during an assignment to the Client. All copyright, excluding intellectual property rights, to the Results shall thus be the property of the Client following the completion of the Assignment. The Client shall compensate CC for what CC may be obligated to pay the Independent Contractor for the transfer of intellectual property rights according to law or collective agreement.

8.2   In case of inventions, the Client may only enter as a proprietor of the invention in accordance with applicable law or associated collective agreement.

8.3   If the Independent Contractor brings their own software or other tool in the completion of an Assignment, the rights to such tools are not transferred to the Client.

8.4   The Client or the Independent Contractor is responsible for ensuring that the Result is not subjected to any intellectual property infringement and for ensuring that they do not unlawfully use any third-party system during the Assignment.

9. Personal data

9.1   The Client shall process personal data in accordance with applicable legislation for the processing of personal data at each given time. The Client is the controller of these personal data.

9.2   The Client may never initiate an Assignment with an Independent Contractor before the Independent Contractor has approved CC’s General Terms and Conditions for Independent Contractors, Temporary Work Agreement and has received information about CC’s personal data processing, (Privacy Policy).

9.3   If the Client processes personal data for CC, the Client shall sign a data processing agreement with CC before the Assignment is initiated.

9.4   If the work carried out by the Independent Contractor for the Client entails the processing of personal data, CC is not the controller or processor in such processing.

10. Confidentiality

10.1 CC and the Client undertakes to maintain confidentiality in regard to the contents and other information relating to the Assignment.

10.2 Neither party is obligated to observe confidentiality in regard to such information as:

a) is publicly available at the time of the Assignment’s confirmation;
b) is known to a party before the other party discloses it; or
c) the party is obligated to disclose according to law or other enactment.

10.3  What has been stated in items 10.1–10.2 shall remain applicable following the termination of the agreement.

10.4 The Independent Contractor is bound by secrecy pursuant to the General Terms and Conditions for Independent Contractors.

11. Agreement period

11.1 The Agreement shall be applicable until further notice, unless otherwise agreed. The Assignment is always applicable during the time indicated in the Cooperation Agreement, alternatively the assignment description if no Cooperation Agreement has been concluded.

11.2 Either Party is entitled to terminate an Assignment Agreement/Cooperation Agreement with immediate effect through written notice to the other Party regarding:

a) the other Party essentially being in breach of the agreement and not having rectified this within fourteen (14) days of a written request; or
b) the other Party being declared bankrupt, initiating composition proceedings, entering into liquidation or otherwise being assumed to be insolvent, or if the other Party is subject to trading prohibition and the party does not immediately following a request provide security for their commitment; or
c) if a Party transfers the agreement to a third party without prior consent from the other.

12. Grounds of exemption

12.1 A Party may cancel or postpone an Assignment due to an event that the Party could not reasonable have predicted and which prevents or unduly increases the cost of completing the Assignment. A Party is not liable for damage or delay due to such an event or to a Swedish or foreign law or authority decision, act of violence or risk of violent action, natural event, sudden damage, epidemics, labour conflicts or other unforeseeable circumstance. The provision on labour conflict is applicable even if the Party is the one subject or responsible for such industrial action.

12.2 A Party shall promptly inform the other if an event in accordance with 12.1 is deemed to have occurred. If the Assignment is still postponed after three (3) months, the Assignment shall be terminated unless the Parties agree otherwise. If the Assignment is terminated, CC is entitled to compensation for work carried out until that point along with costs.

12.3 CC is always entitled to terminate the Agreement and these General Terms and Conditions with immediate effect in case an Independent Contractor is absent when they are to execute the Assignment.

13. Transfer restriction

13.1 Neither Party may transfer the General Terms and Conditions, and/or associated rights and/or obligations, to a third party without the other Party’s consent.

14. Notifications

14.1 All notifications under these General Terms and Conditions shall be sent to the addresses agreed by the parties through messenger, registered letter or e-mail.

14.2 Messages shall be considered to have been received by the recipient:

a) if sent by messenger: on delivery;
b) when sent by registered letter: two days after being handed to the postal services; and
c) when sent by e-mail: upon sending it, if the reception has been duly confirmed.

15. Disputes

15.1 Disputes arising due to this agreement shall be finally settled by arbitration according to the Expedited Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC), provided that the Client is a private individual.  The arbitration in accordance with the above shall take place in Stockholm, and the language of the proceedings shall be Swedish. The dispute shall be subject to Swedish law.

15.2 However, in regard to an uncontested due claim, CC is always entitled to make a claim in a general court.

16. Miscellaneous

16.1 The Parties are entitled to use the name and logo of the other Party on their website or other company presentations and to describe the Parties’ collaboration.

16.2 CC reserves the right to make changes in the above text and agreement without prior notice.


General Terms and Conditions for Client: last updated on 19/07/2018.