1.1 Cognit Consulting AB (hereinafter referred to as the Supplier) delivers services and products to the Customer as specified in the Quote.
2.1 The supplier visualizes the status of agreed activities within the framework of the assignment and cooperates with the Customer in the agreed project management system.
2.2 The supplier must carry out the work with care and in a professional manner.
3.1 The Parties shall inform each other of circumstances, changes, problems, delays, or anything else that may be relevant.
4.1 The supplier may use a subcontractor provided that the subcontractor has signed the required confidentiality agreement in accordance with section below and that the Customer has approved the subcontractor.
5.1 The Supplier is liable for damage caused to the Customer by negligence in the performance of the service, subject to the limitations set out below.
5.2 The supplier's liability is limited to a maximum of the amount invoiced for the service for a maximum of the last six calendar months. Compensation is not paid for loss of profit or other indirect damage or loss. In order not to lose their ability to receive compensation, the Customer must file an official complaint within one week of the fault being discovered or should have been discovered. The supplier then has the right to remedy the error or offer a price reduction. The supplier is only responsible for errors that have occurred within six months of the work being carried out.
5.3 The Supplier is not responsible for errors arising from the Customer's change in the Supplier's work performed, improperly provided information from the Supplier or incorrect use in violation of manuals or other given instructions.
6.1 The Customer shall provide the Supplier with access to premises, equipment, software, login details and contact details of relevant persons of other suppliers to the extent necessary for the performance of the service and provide accurate information and documentation regarding the Customer's operations to the extent necessary for the Supplier to carry out its work.
6.2 The Customer must also take measures necessary for the Supplier to be able to perform the assignment, such as making decisions and reviewing documents.
6.3 Customers who participate in projects in a group of companies undertake to participate in the group's agreed joint training and meetings such as project management meetings. Customers who fail to attend company-wide occasions will be charged according to the rates in the quotation/agreement. In addition to this the specified hourly charge will be charged for the additional time this has caused the Supplier.
6.4 If the Customer fails to attend one or more corporate wide occasions, or otherwise obstructs or fails to comply with instructions, the Supplier has the right to extend the time limit in its delivery.
6.5 The customer bears the risk of their own systems, software and more as well as integrations to these.
6.6 The Customer is liable for damage caused to the Supplier by their negligence, with the same limitation as stated in section 6.2 above.
6.7 The Supplier is not liable for errors or non-compliance with the agreement if the relationship is due to the Customer's non-compliance with the obligations of the Offer and its appendixes or these Terms and Conditions.
7.1 Extra requested work is billed on an ongoing basis with prices stated in the quotation. All prices excl. VAT.
7.2 If the hours worked exceed 8 hours/day or if work is carried out during the weekend or outside of normal working hours (8-17), there will be a 100 percent surcharge on the hourly fee, provided that the Customer has requested that the work be carried out at such a time.
7.3 For the booked course that Customer cancels, 100% will be charged if the course is cancelled 0 to 7 calendar days before and to 50% if the cancellation takes place 8 – 14 calendar days before the agreed course date.
7.4 For other work where time has been booked between Supplier and Customer and which the Customer cancels 0 - 5 working days before, Supplier has the right to charge the Customer a sum corresponding to the costs incurred by Supplier due to the late cancellation or rebooking, but not less than SEK 650 per hour. 6.3 is an exception to this provision.
7.5 Costs for travel, and accommodation must be approved in advance by the Customer. Approved costs are billed monthly. Due to environmental impact, the supplier prefers to travel by train as far as possible. Standard order is 1st class ticket.
7.6 Travel time is charged at 550 SEK / hour.
7.7 Payment must be made against an invoice that runs with a 30-day payment period. In the event of a delay, interest on late payment is paid with reference rates established by the Swedish Riksbank together with 8 percentage points.
7.8 Any discounts defined in the quote are valid on section 7.1.
7.9 Costs for any third-party licenses (such as Office 365 licenses) are paid by the Customer.
7.10 In cases where the Vendor sells Office 365 licenses to the Customer an employee is defined as a licensed user in the Customer's Office 365 environment.
7.11 In cases where payment has been delayed more than 30 days after the due date, the Supplier has the right to cease delivery and other commitments.
7.12 The Supplier reserves the right to implement and communicate price changes in relation to Swedish wage and price development (Consumer Price Index or similar economic indicators) once per year. Such adjustments will reflect changes in market conditions, inflation rates, and other economic factors that may influence the cost basis of the services provided.
8.1 The Agreement shall enter into force when it is signed and shall thereafter apply as follows:
- As long as the assignment is ongoing for hourly project management, consulting, courses and other project based services.
- 12 months for contracts covering a certain number of hours per month for project management and/or consultancy support. These agreements are automatically extended by 12 months unless terminated three months before the end of the contract period.
- 60 months for AmpliFlow licenses. These agreements are automatically extended by 36 months unless terminated three months before the end of the contract period.
For each individual service, a separate termination is required.
9.1 The agreement may be terminated in writing if either party substantially violates its obligations under the Agreement or if the party is declared bankrupt, initiates composition negotiations, is in delay in payment or is insolvent.
10.1 The Customer is responsible for ensuring that the required license agreements are in place for the Customer's software.
10.2 The intellectual property rights arising from the work of the Supplier belong to the Supplier. The customer receives a non-exclusive license for everything included in the delivery to use in their business for their intended purpose in perpetuity.
10.3 The Supplier has the right to use general descriptions and the Customer's brand in its marketing of solutions that the Supplier has developed in its work for the Customer.
10.4 The Supplier owns the rights to all know-how arising from the delivery of the Customer's software.
11.1 The Parties undertake during the term of the agreement and thereafter not to disclose to third parties information regarding the content of the Agreement and other confidential information relating to the other, such as technical information, production methods, personal or company data, which the Parties have been informed of in connection with the Agreement, regardless of whether the information has been provided in writing or orally. The parties undertake to take the necessary measures to prevent employees, consultants, or others from using or disclosing confidential information to third parties. The above does not apply to such information that at the time of disclosure is or later becomes available to the public other than by breach of the Agreement or was already available.
11.2 The confidentiality applies to information that the parties knew about each other in advance or information that the party has an obligation to disclose under mandatory law, judgment, government decision or under agreements with the stock exchange or other marketplace that parties must follow. Nor that it shall be an obstacle to providing information to safeguard interests in dispute under the provisions of this agreement if a dispute arises.
12.1 The customer may not hire or recruit a person who has been employed by the Supplier, unless six months have elapsed from the termination of employment. The employee is someone who has worked at the Supplier either as an employee or as a consultant/contractor during the previous six months.
12.2 Penalty payments are paid for each individual breach of contract within item 12 with six (6) price base amounts. A penalty payment does not prevent the Supplier from claiming compensation for all its damage.
13.1 The Supplier is exempt from punishment for failure to fulfil its obligations under the Agreement, if the failure is due to circumstances beyond the Supplier’s control and which the Supplier could not have foreseen or reasonably considered at the time of the signing of the agreement, such as the civil war, fire, flooding, interruption of public communications, interruption of the general energy supply or consequently equal circumstance.
13.2 The Supplier must address such an obstacle without undue delay, otherwise the Supplier will not be exempt from the penalties.
13.3 If the obstacle persists over 6 calendar months, each party shall be able to terminate the agreement with immediate termination.
14.1 This Agreement may not, in whole or in part, be transferred or pledged without the written consent of both Parties.
15.1 Amendments to and additions to the Agreement are binding only if they are written and signed by both Parties.
16.1 Should any provision of these terms or conditions be found invalid, it shall not invalidate the terms and conditions in its entirety. To the extent that the invalidity materially affects the Parties' exchange of or performance under the terms and conditions, reasonable adjustment shall be made.
17.1 Swedish law shall apply to the Agreement.
17.2 The Gothenburg District Court shall, as the first instance, decide on disputes between the parties.