General terms and conditions – Client
This is a translated version of the Cool Company Skandinavien’s original version in Swedish. In case of discrepancies, the original version in Swedish shall be considered to prevail over this version.
1 BACKGROUND AND APPLICABILITY
Cool Company Skandinavien AB (“CCAB”/ the “Company”) is a self-employment company and offers companies, authorities, organisations and private individuals a flexible employment solution and invoicing service.
The Company employs Self-Employed persons who, on behalf of the Company, perform work for the Assignment Provider in accordance with the Parties’ Assignment Agreement.
The provisions that follow below form part of the contractual content that regulates the business and legal relationship between the Company and the Assignment Provider.
In addition to these General Terms and Conditions, the Assignment Agreement drawn up by the Parties and other applicable agreements regulated in the Parties’ assignment agreement, and any applicable Policies drawn up by CCAB will apply.
Administrative Tasks, refers to work that CCAB performs as described below.
2.1.2 Payroll administration
2.1.3 Administration and payment of employer contributions and withholding taxes to the Swedish Tax Agency.
2.1.4 Income Statements
2.1.5 Issuance of employer’s certificates
2.1.6 Provision of insurance
The Self-Employed person, employees who have a regulated right to initiate Assignments with the Assignment Provider on behalf of the Employer. The Self-Employed person initiates the Assignment and is then employed by the Employer who is responsible for the execution of the Assignment in relation to the Assignment Provider. The term “initiate assignment with Assignment Provider” refers to the fact that it is the Self-Employed person who initiates some form of contact with the Assignment Provider regarding the performance of the Assignment. This applies regardless of whether the Assignment is advertised or otherwise announced to the public or if the Assignment is obtained through a closed procedure.
Party/Parties, Assignment Provider and Employer jointly.
Assignment Provider, natural or legal person who orders work from the Employer. The work is carried out in accordance with the Assignment Agreement drawn up by the Parties together with their appendices.
Employer, CCAB, who is responsible for carrying out the assignment in accordance with the Assignment Agreement as drawn up by the Parties, and their appendices.
Assignment Agreement, the agreement drawn up by the Parties that regulates the Parties’ assignment relationship.
Assignment, the task that appears in the Parties’ Assignment Agreement, together with the appendices and which must be performed by the Contractor.
Contractor, the self-employed person employed by the Employer to carry out the Assignment as stated in the Assignment Agreement.
3 AGREEMENT ON ASSIGNMENT
3.1 CCAB is a legal party to the contract and is to be regarded as an employer in relation to the Self-Employed.
3.2 CCAB reserves the right to decline the employment of a Self-Employed person in each individual case without having to state a specific reason for this. In particular, CCAB can refuse to take Assignments if there are circumstances which suggest that CCAB cannot see that the Self-Employed person’s work environment can be assessed as sufficiently suitable. The same applies if CCAB considers that there are no prerequisites for making such an assessment. Furthermore, CCAB never undertakes Assignments that are not covered by the Company’s insurance policies.
3.3 At the request of a potential Assignment Provider, CCAB can provide information about and confirm whether approval exists.
3.4 Upon request, the Assignment Provider must provide the required information about the tasks to be performed, the duration of the work, working hours, applicable collective agreement, other local agreements that are to be applied or other circumstances of importance for the performance of the Assignment.
3.5 Assignment Providers who have confirmed the Assignment and the Assignment description to CCAB before the assignment has started are in all cases obliged to compensate CCAB for the entire assignment period at the price agreed in advance. The date of the Assignment must be clearly stated in the assignment description, as well as the expected result of the Assignment. The Assignment Provider is not obliged to compensate CCAB for the entire assignment period, as specified in the Assignment Description, if the Assignment is terminated in advance due to the Self-Employed person’s mismanagement. The fact that mismanagement exists must in these cases be proven by the Assignment Provider and must mean that the Self-Employed person has violated any of the regulated provisions set out in the General Terms and Conditions for the Self-Employed or in the Fixed-Term Employment Agreement with CCAB.
3.6 The Assignment Provider is in all cases obliged to keep the Self-Employed person informed about the content of the job description.
3.7 Remuneration must be calculated at least at the applicable minimum level according to legislation, that is to say at least SEK 130 gross per hour, or any higher remuneration that appears in market-relevant agreements, and the Assignment Provider thereby undertakes not to price Assignments lower than this amount.
4 CONFIRMATION OF ASSIGNMENT
4.1 By entering into individual Assignment Agreements, the Assignment Provider accepts these general terms and conditions. In the event that the Parties have drawn up a framework agreement regarding the collaboration and these terms and conditions constitute an appendix to the framework agreement, the Assignment Provider is deemed to have approved the terms and conditions for all Assignment Agreements under the framework agreement.
4.2 Before the start of an Assignment, the Parties must enter into an Assignment Agreement that specifies the Assignment. In the Assignment Agreement, the Assignment is described, including the Assignment’s nature, scope, agreed requirements, as well as the Assignment’s duration. Alternatively, this is regulated in an appendix to the Parties’ Assignment Agreement.
5 WORKING ENVIRONMENT
5.1 It is the responsibility of the Assignment Provider to manage the work of the Self-Employed person as well as to control and follow up the work of the Self-Employed person. The Assignment Provider must provide the necessary instructions and information required for the proper performance of the Assignment. It is the Assignment Provider who must provide any personal protective equipment for the workplace and necessary equipment required for the Self-Employed person’s tasks.
5.2 The Self-Employed person must be well informed of any possible risks with an Assignment in order to be able to perform the Assignment without the risk of damage occurring. CC informs the Self-Employed person before the Assignment starts about any risks through a work environment instruction for the industry in which the Self-Employed person is employed. However, the Assignment Provider must always take the necessary protective measures to ensure that the Self-Employed person is not exposed to ill health or accident.
5.3 The Assignment Provider, who is not a private person, must be responsible for the Self-Employed person, as well as for their own staff. The Assignment Provider, who is not a private person, may also not act in such a way or take measures that result in the Self-Employed person being exposed to discrimination and the Assignment Provider is responsible for the Self-Employed person being treated fairly and equally in relation to other staff. Furthermore, the Assignment Provider is responsible for the Self-Employed person being informed about any laws and regulations as well as own instructions and routines relating to the Assignment Provider’s operations.
5.4 The Assignment Provider must inquire about and make sure that the Self-Employed person has the right training and knowledge to carry out the Assignment in question.
5.5 The Self-Employed person may not carry out Assignments that require access to areas where there is a significant risk of ill health or accidents without first having received the sufficient and necessary instructions from the Assignment Provider.
5.6 If it can be considered that the Assignment Provider has control over a workplace, the Assignment Provider must ensure that there is sufficient fixed equipment at the workplace that the Self-Employed working there is not exposed to the risk of ill health or accident. The Assignment Provider must also ensure that other equipment in the workplace can be used without such risks. The Assignment Provider must report any accidents and incidents to CCAB. Reporting must refer to and include all accidents and incidents at the workplace and be sent to firstname.lastname@example.org
5.7 Working hours must be set in accordance with the Working Hours Act (1982:673) and regulations issued with the support of the Act. Maximum working hours prescribed by law must not be exceeded and the Assignment Provider must not exert any pressure whatsoever on the Self-Employed person regarding work hours beyond those permitted by law.
5.8 Premises, machines, tools, protective equipment, and vehicles must either be obtained by the Assignment Provider or hired. Regardless of how they are acquired, it is the Assignment Provider’s responsibility to check that these are compatible with what is written in this section and CCAB disclaims all responsibility for this. Assignments that involve the installation of technical equipment may not be carried out unless the necessary protective equipment are put in place beforehand and that otherwise required protective measures have been taken. Vehicles must be approved for use in traffic and must not be driven in a manner that could be considered unsafe. For Assignments that may require some form of protective equipment, appropriate protective equipment must be used. When using protective equipment, all this equipment must be approved for the purpose, maintained, intact and used correctly. For work that requires protective equipment, it must be obtained before the Assignment begins. Premises, machines, tools, and other technical equipment to be used by the employee must be well maintained.
5.9 Under no circumstances may the Assignment Provider retaliate or otherwise treat the Self-Employed person worse due to notifications communicated to CCAB regarding the work environment or other conditions at the workplace.
5.10 CCAB plans, directs and controls its operations to the greatest extent possible in each individual case so that the work environment meets the prescribed requirements for a good work environment.
5.11 CCAB investigates either itself, or possibly with the help of the Assignment Provider, occupational injuries, operational risks and takes the relevant measures.
5.12 CCAB keeps a record of the work environment and the work done on it and, based on analyses, tries to introduce appropriate measures to be able to create a safe work environment for the Self-Employed person.
5.13 CCAB has a responsibility for work adaptability and rehabilitation activities for the Self-Employed person throughout the Assignment.
5.14 CCAB has safety representatives and a safety committee to which the self-employed person can turn with information about substandard working environments.
6.1 Errors or deficiencies attributable to CCAB’s responsibility for Assignments must be immediately reported to CCAB in writing by the Assignment Provider to email@example.com. Errors or deficiencies that are discovered by the Assignment Provider after the Assignment has been completed or terminated must be complained about in writing within seven (7) calendar days after the Assignment has been finished, at the latest. In the event that the Consumer Services Act 1985:716 (hereinafter “KtjL”, in Swedish) or the Consumer Purchase Act 1990:932 (hereinafter “KkL”, in Swedish) are applicable, complaints are made in accordance with the applicable parts of the respective law and the relevant section below therefore do not apply where they deviate from applicable law.
6.2 Complaints must contain clear information about the nature and extent of the fault or deficiency. The Assignment Provider’s right to remunerationor price reduction is forfeited if the Assignment Provider does not complain within the prescribed time and in the prescribed manner.
6.3 After a complaint or remark, CCAB must be given the opportunity to remedy the error or deficiency within a reasonable time, before the Assignment Provider makes a claim for damages or price deductions. What constitutes a reasonable time must be assessed with regard to the nature and extent of the fault or deficiency.
6.4 Claims for damages or price deductions against CCAB must, in order to be entitled to compensation, always be preceded by a complaint and must be presented in writing by the Assignment Provider without undue delay, but no later than three (3) months from the completion of the assignment to which the claim relates.
6.5 Remarks regarding the Self-Employed person’s work must be made directly to the Self-Employed person and not to CCAB.
7.1 The Assignment Provider, who is not a private person, are themselves responsible for faults and damage that the Self-Employed person may cause to the Assignment Provider or third parties within the framework of the Assignment that the Self-Employed person performs for the Assignment Provider.
7.2 CCAB will be held harmless for all damage to the Assignment Provider or third parties that occurs due to the work that the Self-Employed person performs for the Assignment Provider. In this regard, the Self-Employed person will be considered equal to the Assignment Provider’s own employees.
7.3 Where Consumer services Act or Consumer Purchasing Act is applicable, applicable parts of the respective law apply before what is regulated under section 7, and what is regulated under the section in question therefore does not apply in the parts that deviate from the applicable law.
7.4 Liability for personal injury is governed by Swedish law.
7.5 CCAB pays salary and social security contributions and takes out insurance in accordance with the applicable collective agreement, where applicable. If a collective agreement is not applicable, CCAB ensures liability insurance, accident insurance (TFO) and group life insurance (TGL). CCAB is not responsible in any case for indirect damage such as, for example, loss of profit, loss or other consequential damages, including the Assignment Provider’s possible obligations towards third parties or loss of information.
7.6 CCAB is not responsible for damages described below:
7.6.1 Damage to the Assignment Provider’s motor vehicle or consequential damages resulting from such damage;
7.6.2 Damage to goods transported with the Assignment Provider’s own or hired motor vehicle;
7.6.3 Damages covered by the Traffic Damage Act (1975:1410) or equivalent Swedish or foreign legislation;
7.6.4 Damage occurring as a result of traffic with motor vehicles when used within a fenced-off competition area;
7.6.5 Damage by aircraft nor any liability that may be imposed on the insured in their capacity as flight manager;
7.6.6 Damage resulting from collision caused by vessels or their towed objects; or
7.6.7 Damages attributable to patient injury according to law.
7.7 Should liability for damages arise for CCAB, CCAB’s liability is limited to a total amount of 0.5 price base amount, but no more than the price for the Assignment. In the case of assignments on an ongoing basis, the price for the Assignment is the price for the last twelve (12) months for the Assignment. Price base amount means price base amount according to the Social Insurance Code (2010:110) in effect at the time the damage occurs.
7.8 If an agreement has not been concluded between the Self-Employed person and CCAB and between CCAB and the Assignment Provider, CCAB cannot under any circumstances be held responsible.
7.9 In the event that the Assignment Provider can be held liable by law, the Assignment Provider must be responsible for the work the Self-Employed person performs for the Assignment Provider. In the event that the Assignment Provider cannot be considered responsible, damage caused by the Self-Employed person is covered by CCAB’s liability insurance. CCAB’s liability is limited to the applicable insurance policy for the respective Self-Employment category regarding the area of operation.
8 IMMATERIAL RIGHTS
8.1 CCAB ensures, as far as the law allows, that ownership rights to all Assignment performance results created by the Self-Employed person accrue to CCAB. CCAB transfers the rights to these to the Assignment Provider. All copyright, excluding non-material rights, as well as other intangible rights to the Assignment performance results will therefore constitute the property of the Assignment Provider following Assignment. The Assignment Provider must reimburse CCAB what CCAB may be obliged to pay to the Self-Employed person for the transfer of the intellectual property according to law.
8.2 For inventions, the Assignment Provider may act as the rights holder only in accordance with law.
8.3 If the Self-Employed person uses their own software or other tools when performing Assignments, the right to such tools does not transfer to the Assignment Provider.
8.4 The Assignment Provider or the Self-Employed person is responsible for ensuring that such rights are not subject to infringement of intellectual property rights and for ensuring that other people’s systems are not illegally used during the Assignment.
9 PERSONAL DATA
9.1 The Assignment Provider may only process personal data in accordance with the legislation in effect at any time regarding personal data processing. The Assignment Provider is the data controller for these data.
9.3 If the Assignment Provider processes personal data for CCAB, the Assignment Provider must sign a personal data processing agreement with CCAB before the Assignment begins.
9.4 If the Self-Employed person processes personal data while working for the Assignment Provider, CCAB is not the data controller or data processor for such processing.
10.1 CCAB and the Assignment Provider undertake to keep content and other information relating to the Assignment confidential.
10.2 The party has no obligation to observe confidentiality regarding such information as follows from below:
10.2.1 Information that, at the time of Assignment confirmation, is publicly available;
10.2.2 Information known to a party prior to its disclosure by the other party; or
10.2.3 Information that the party is obliged to disclose by law or other constitution.
10.3 The Self-Employed person is bound by the confidentiality that follows from the General Terms and Conditions for the Self-Employed.
11 AGREEMENT TERM
11.1 The agreement is valid until further notice, unless otherwise agreed. Assignments are always valid for the time specified in the Assignment Agreement, alternatively assignment description where no Assignment Agreement has been concluded.
11.2 A party always has the right to terminate the Assignment Agreement with immediate effect by written notice to the other party if:
11.2.1 The other party, in any material respect, is in breach of the Agreement and has not taken corrective action within fourteen (14) days of written request; or
11.2.2 The other party is declared bankrupt, begins settlement negotiations, goes into liquidation or can otherwise be assumed to have become insolvent; or
11.2.3 The other party is banned from engaging in commercial activity and the party does not provide satisfactory security for its commitment immediately after the request; or
11.2.4 A Party, without the consent of the other party, assigns the agreement to another.
12 EXEMPTION GROUNDS
12.1 A Party may cancel or postpone an Assignment due to an event that occurs and which the Party could not have reasonably foreseen and which prevents or unreasonably adds to the costs of the Assignment performance. The Party is not responsible for damages or delays due to such events, or Swedish or foreign law or authority decision, acts of violence or risk of acts of violence, natural events, sudden damaging events, epidemics, labour conflicts or other unforeseeable circumstances. The reservation regarding labour conflict applies even if the Party itself is subject to or takes such conflict action.
12.2 The Party must notify the other Party as soon as possible after the event, which is deemed to exist as per 12.1. If the Assignment is still postponed after three (3) months, the Assignment will cease unless the parties agree otherwise. If the Assignment ends, CCAB is entitled to reimbursement for work performed up to that point, as well as costs.
12.3 CCAB may always terminate the Assignment Agreement and these General Terms and Conditions, with immediate effect, in the event that a Self-Employed person does not show up when they are due to perform Assignments.
13 TRANSFER BAN
13.1 The parties may not, without the other party’s approval, assign the General Terms and Conditions, and/or rights and/or obligations pertaining thereto, to third parties.
14.1 All notifications under these General Terms and Conditions must be made by courier, registered letter or e-mail to the parties’ agreed addresses.
14.2 Messages are deemed to have reached the recipient:
14.2.1 If delivered by courier: upon delivery;
14.2.2 If sent by registered letter: two days after delivery for postal forwarding; and
14.2.3 If sent by email: at the time of sending if receipt is duly confirmed.
15.1 Disputes arising from this agreement will be settled by arbitration procedures administered by the Stockholm Chamber of Commerce Arbitration Institute (SCC).
15.2 Rules for Simplified Arbitration will be applied unless the SCC, considering the severity of the case, the value of the dispute and other circumstances, determines that Arbitration Rules will apply. In the latter case, the SCC will also decide on whether the arbitration board will consist of one or three arbitrators.
15.3 Swedish law will be applicable to the dispute. The seat of the arbitration will be Stockholm, Sweden. The language of the arbitration will, unless otherwise agreed, be Swedish.
15.4 As far as undisputed overdue claims are concerned, however, CCAB always has the right to present claims in general court.
16.1 The Parties have the right to indicate the other Party’s name and logo on their websites or in other company presentations and indicate the Parties’ collaboration.
16.2 CCAB reserves the right to change the above text and agreement without prior notice.