General terms
This policy was updated on 2024-04-18 13:56:20
1. General
This Service Agreement forms the foundation of the ”Agreement” between the Procider and the Customer. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements or understandings, whether oral or written. This Agreement may not be amended or modified except in writing signed by both parties. The purpose for this agreement is for the Parties to agree upon the terms and conditions on which the Provider will provide Consulting Services to the Customer. This Agreement shall commence on the effective date and shall continue until terminated by either party upon one calendar month written notice. Neither Party will be entitled to assign, transfer or delegate all or any of its rights, benefits and obligations under the Agreement without the prior written consent of the other Party. Notwithstanding this, Leadfront may assign the right to accept payment under the agreement without the approval of the customer.
2. Definitions
Agreement: means this agreement including its appendices.
Confidential information: means any information not being publicly disclosed in any form or manner by one party to another. Such information has been designated in writing to be proprietary or confidential or a party should have been aware of the disclosed information being confidential.
Delivery: means any deliverables which will be delivered as a part of the Service.
Provider: means Leadfront AB
Customer: means the signing party, including all entities within the same concern
Information: means technical, financial and commercial information and data relating to a Party, Customer or their Affiliate’s respective business, finances, planning, facilities, products, techniques and processes.
Parties: means the Customer and the Provider jointly.
Party: means the Customer or the Provider.
Price: means charges payable by the Customer.
Service: means services identified and described in provided proposal. Service include any services, functions or responsibilities that are reasonably required for the proper performance and provision of the Service, functions or responsibilities, or an inherent part of or a necessary subpart included within, the Service, functions or responsibilities, regardless of whether they are specifically described in the Agreement.
Basic Amount: Basic amount refers to the basic amount according to the Act (1962:381) on Swedish general insurance that applied at the time of the agreement.
3. Fees
Unless otherwise stated in a provided proposal, Provider will charge the customer for:
3.1. Delivered hours of work, ordinary rate is 1650 Sek per started hour of work.
3.1.1. Invoiced one month in arrears.
3.2. Fixed price deliveriesa. Fixed price deliveries will be invoiced 50% when the project is started and 50% after final delivery.
3.3. Incurred expenses related to the service delivery
3.3.1. For travels outside of Stockholm that have been agreed upon with the customer, the travel time will be charged at 50% of ordinary hourly rate.
All fees and charges are stated exclusive of value added tax.
The consulting fees will be annually adjusted based on the Factor Price Index for Consulting Services, K21, Federation of Swedish Innovation Companies – FSIC. This means that contracts or ongoing deliveries will be adjusted according to the K21 Index after 12 months.
4. Payment
Unless otherwise stated in a provided proposal, the Provider shall invoice the Customer on amonthly basis for the consulting services provided. The Customer shall pay all invoices within thirty (30) days of receipt.
In the event of late payment, late payment interest is charged in accordance with the SwedishInterest Act.
The Provider has the right, after written notification, to withhold its services until payment has been made. In the event of repeated or significant payment delays, the Provider has the right to Service Agreement terminate the assignment with immediate effect without liability for compensation. Delays exceeding 30 days shall be considered significant.
If, due to a breach of contract by the Customer, the delivery process is disrupted during the notice period, the Provider explicitly retains the right to issue an invoice for the agreed-upon services, irrespective of whether the delivery is completed. The invoiced amount will be calculated in accordance with the terms outlined in the original contract, and payment must be made within 30 days from the invoice date unless alternative arrangements are mutually agreed upon.
5. The relationship between the parties
Leadfront performs the Services in the capacity of an independent contractor. Nothing in this Agreement shall be construed as the Parties having entered into a partnership or employment agreement and neither party has authority to act on behalf of the other party in any way.
6. Scope of Services
Leadfront will deliver services and perform the work described in the proposal/offer/order confirmation and follow what is specified in this agreement. Changes to the scope of the assignment require documented agreement between the parties.
Leadfront provides services, including but not limited to, the following:
● Consultancy and Strategic Advisory
● Discovery, research, analysis and similar services
● Project Management
● Process mapping & design
● Solutions design
● Systems Configuration, administration & adaptation
● Systems and data integrations
● Communication automation
● Business process automation
● Training & education
● System adaptation
● Provide specialist and Consultants
7. Service Delivery
Each party must appoint a contact person who is responsible for the cooperation between the parties. The delivery will be carried out with care and in an otherwise professional manner.
The Customer must promptly inform Leadfront of any issues or concerns with the service delivery. Leadfront will promptly take all steps necessary to improve the Service to meet the agreed upon service levels. Leadfront has the right to try to solve any issues and replace any consultants. Leadfront must inform the Customer of any measures taken.
Leadfront reserve the right from time to time to engage and utilize subcontractors for the efficient and effective delivery of services outlined in this agreement. The selection and engagement of subcontractors shall be at the sole discretion of the Provider, who will ensure that all subcontractors meet the necessary qualifications, standards, and requirements to perform the services in accordance with the terms and conditions of this agreement. The Provider shall remain fully responsible and accountable for the performance, quality, and timely completion of all services rendered by the subcontractors. The use of subcontractors does not release the Provider from their obligations and responsibilities as stated in this agreement, and they shall ensure that subcontractors adhere to the same level of professionalism, confidentiality, and compliance as required by this agreement. Any fees, payments, or obligations incurred by the use of subcontractors shall be the sole responsibility of the Provider and shall not affect the financial terms agreed upon between the Provider and the Client.
8. Changes to Delivery
Each party has the right to request a replacement of the designated delivery team or consultant(s) for any reason and at any time during the term of this agreement.
8.1. Leadfront may exercise this right at its sole discretion. If a consultant becomes unable to carry out the delivery (for example sickness or sudden unavailability), Leadfront have the right to assign a temporary replacement to ensure continued delivery according the the agreement. Leadfront will inform the Customer about the change in delivery as soon as possible. Leadfront will be responsible for onboarding of the replacement consultant.
8. 2. When the Customer requests replacement, Leadfront will need at least 4 weeks notice before the replacement can take place. Onboarding of the consultant will be covered by the Customer.
8.3. The replacement consultant(s) shall possess qualifications and skills comparable to or better than the originally designated consultant(s) to ensure the continuity and quality of services.
9. Customer Responsibilities
The Customer is responsible to provide timely and adequate information and instructions necessary in order for Leadfront to be able to deliver agreed upon services.
The Customer is responsible to provide necessary information and access to facilities and systems required for Leadfront to deliver services. Failure to do so may result in delays of service delivery as well as charges for the resources and time scheduled for the delivery.
When service delivery is performed at the Customer location(s), it is the Customer's responsibility to comply with applicable regulations with regard to the work environment.
10. Liability
The Provider is responsible for property damage caused by negligence on the part of the Provider or the Provider's employees. Regardless of the above, however, the Provider is not responsible for the Customer's loss of data.
The party's liability for damages shall, except in cases referred to in point 7 and unless there is intent or gross negligence, be limited to direct losses to a total amount of 10 basic amounts, however no more than the fee agreed for the assignment.
11. Force Majeure
If a party is prevented from fulfilling its obligations as a result of a circumstance beyond theparty's control, this shall constitute grounds for release which entails a postponement of the time of performance and release from damages and other penalties. A force majeure event may include:
● disturbances in public transportation,
● data communication or lack of energy resources or their delivery,
● war, riot, terrorist attack or acts or orders of any competent civil or military authority,
● external strike and blockade,
● fire, flood or natural disaster and other similar causes,
● actions of third parties including but not limited to security breaches,
● denial of service attacks and viruses, or
● defects or delays in performance by a subcontractor if caused by a force majeure
In case of a force majeure, neither Party is liable for any failure or delay in performance of its obligations.
The Party whose performance is prevented by a Force majeure, will promptly inform the other Party, and the Parties must use all reasonable efforts to mitigate damages.
If a Force majeure prevents the performance of the Agreement for more than 30 days, either Party has the right to terminate the Agreement in writing.
12. Confidentiality
Consultant and Customer acknowledge that during the term of this Agreement, either party may disclose to the other party certain proprietary and confidential information. Both parties agree to hold such information in confidence and not to disclose it to any third party without the written consent of the other party.
Confidential information may be disclosed to Affiliates or subcontractors if necessary, for the provision of the Service or Delivery. The parties shall, through confidentiality agreements with personnel, sub contractors and other appropriate measures, ensure that confidentiality is Service Agreement observed regarding the other party's business secrets and personal data. However, the confidentiality clause does not apply to such information that is generally known.
Information that becomes public or is independently developed by a Party or is received from another source without a duty of confidentiality, is not considered Confidential information. A Party is free to use its acquired know-how and professional expertise in other business ventures.
13. Data Protection
Leadfront recognizes the importance of data protection and privacy. If Leadfront processes personal data as part of the Service or Delivery, Leadfront will comply with all applicable privacy and data protection laws as well as with a separate Data Processing Agreement.
14. Customer preference
Leadfront reserves the right to reference the Customer as a Customer and to use the Customer's trademark/logo in order to list the Customer as a Customer for marketing purposes (among other things on Leadfront's website).
15. Non-Solicitation of Consultants
During the term of this agreement and for a period of six (6) months after its termination, the Customer, including all entities within the same concern, is expressly prohibited from, without the prior written consent of the Provider:
● Recruitment: The Customer shall not directly or indirectly solicit, contract, or entice any Consultant of the Provider, whether through active recruitment efforts or attempts to do so.
● Recruiting Attempts: The Customer shall not attempt to recruit, solicit, contract, or entice any Consultant of the Provider, causing the said Consultant to terminate their employment with the Provider.
Any violation of these provisions constitutes a breach of this agreement. In the event of such a breach, the Contractor is entitled to charge the Customer a damage fee of 500,000 SEK (five hundred thousand Swedish kronor) for each case. This fee is payable within 30 days from the date of the invoice. It is important to note that a breach of this contract may lead to termination by the Contractor, and the Customer shall have no recourse against the Contractor for any resulting liabilities.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Sweden.
17. Disputes
Disputes arising from this Agreement shall be finally settled by arbitration according to the rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitration board shall consist of a single arbitrator appointed by the institute. In the event that the dispute, including possible counterclaims and set-off objections as well as interest claims, involves an amount that is less than SEK 250,000, excluding value added tax, the institute's rules for simplified arbitration shall be applied. The arbitration shall take place in Stockholm.
