GENERAL TERMS AND CONDITIONS
1. SCOPE OF THE ASSIGNMENT
Puls Solutions (the Supplier) provides the services in the form of a digital platform, the Puls platform, and strategic counselling to improve the working environment. The specifications are clarified in the Consultancy Services Agreement between the Supplier and the Purchaser, along with any subsequent additions and changes. These General Terms and Conditions, together with a Specification for consultancy when applicable, constitute the agreement between the Supplier and the Purchaser.
The consultancy service agreement or the specific agreement between the Supplier and the Purchaser defines which products or services the Supplier’s obligation encompasses and is thus decisive for which parts of these terms and conditions apply. By way of example, the terms below relating to consulting services, or the product Puls Platform, are applicable to the extent that the parties have agreed that the Supplier shall deliver the service and/or the product, in accordance with the specific agreement.
2. MODIFICATION OF THE ASSIGNMENT
- The assignment may only be modified after written agreement between the parties. If one party considers that there is a need to change the scope of the assignment, they should notify the other party as soon as possible.
3. PERFORMANCE OF THE ASSIGNMENT
- The Supplier shall keep the Purchaser informed of how the work is progressing.
- The Supplier is responsible for ensuring that the assignment is carried out according to an agreed schedule, if one such has been established between the parties.
- In the event of a delay due to the Purchaser or any other conditions on the part of the Purchaser, the Supplier is entitled to the required extension of the agreed execution time. The Supplier also has the right to the required extension if the assignment is changed, extended or if an extension is required for staff to receive prescribed leave or holiday by law or other statutes.
- The assignment is considered completed when the Supplier reports to the Purchaser that the assignment has been completed. The completion of the assignment is not conditional on acceptance testing or similar approval unless this has been specifically agreed upon.
- Unless otherwise agreed between the parties, the Supplier is not obliged to provide material other than what is expected for the execution of the assignment.
- The Purchaser shall give the Supplier access to the premises, the information, the equipment and the material required for the execution of the assignment and other agreed measures.
- If the parties have agreed that the Purchaser shall provide supplementary services, the Purchaser is responsible for their execution within the agreed time or, if a specific time has not been agreed upon, within such time that the Supplier’s work is not delayed. The Purchaser is responsible for ensuring that the information provided to the Supplier is accurate, complete and unambiguous.
- Unless otherwise agreed, the working hours of the persons performing the assignment on behalf of the Supplier shall be placed between 08:00 and 16:00 on working days
- The Purchaser undertakes not to employ or otherwise engage any of the Supplier’s employees during the performance of the assignment, or for a period of 1 year thereafter.
4. THE LICENCE ITEM
- This agreement includes the licensing of software (the Software) with the performance, features and interface specified in the Consultancy Services Agreement.
- The licence object also includes the Software’s associated documentation, manuals and any accessories
- The product is provided in the condition and functionality it has from time to time. Puls Solutions AB strives for the best user experience, functionality, performance and quality of the Product, but also makes no guarantees regarding these.
- The Puls platform works best in the following browsers: Chrome, Edge, Safari and Firefox. MS Explorer should be avoided.
5. SCOPE OF LICENCE
- The Purchaser is hereby granted a non-exclusive licence to use the Software for all employees and any consultants within their operations regarding the Pulse Platform. The Purchaser does not have the right to use the Software for other activities.
- The Purchaser is not entitled to decompile or disassemble the Software.
- The Purchaser does not have the right to change the Software.
- The Supplier has the right to process all data collected through the Software.
6. RESPONSIBILITY FOR ERRORS
- Errors or deficiencies exist if the Software substantially deviates from the promised functionality. Faults or deficiencies shall be rectified by the Supplier following the Purchaser’s complaint, which shall contain detailed information on the nature of the defect or deficiency. Remediation costs shall be borne by the Supplier with the following exceptions:
- The Supplier is not responsible for any errors due to:
- use in contravention of the Supplier’s regulations or the Software’s documentation,
- hardware, software or other equipment not provided by the Supplier or
- any software version other than the latest one provided by the Supplier.
- Upon execution of the assignment, The Supplier is obliged to remedy errors that would lead to non-achievement of the specifications of the assignment.
- The Supplier is only liable for errors that occur under the conditions envisaged in the contract and in the case of appropriate The Supplier shall not be liable for errors due to the Purchaser submitting incorrect, ambiguous or incomplete information. The responsibility also does not cover errors caused by circumstances arising after the completion of the assignment; neglect committed by the Purchaser or third parties; or from other circumstances beyond the Supplier’s control.
- The Purchaser may not invoke a fault if the Purchaser does not give the Supplier written notice of said fault within 15 days from the date of identification of the error. The Supplier does not, under any circumstances, respond to errors that have not been notified to the Supplier within 3 months from the date of the improperly completed
- If the Purchaser has pointed out a fault and there does not appear to be any fault for which the Supplier is responsible, the Purchaser shall compensate the Supplier for the work on the alleged fault in accordance with the same terms as for the general assignment.
- If the Supplier fails to remedy the error with the expediency required by circumstances, the Purchaser may, in writing, give a final and reasonable deadline for remediation. If the error is not remedied when the deadline expires, the Purchaser is entitled to receive a payment deduction that corresponds to the error, though up to a maximum of 7.5% of the total remuneration paid to the Supplier for the assignment.
7. CONTACT PERSON
The parties shall designate their Contact Person. The specified contact persons shall have the right to make binding decisions for the parties and amend the assignment within the scope of the agreement. The Contact Person shall not have the right to change the terms of these General Terms and Conditions.
- Unless otherwise agreed, the Supplier will carry out the assignment after the advance payment for the twelve (12 months during which the contract applies). Payment is made via invoice no later than 30 days from the invoice date. If payment is delayed, the interest rate will accrue from the due date onwards. The interest on arrears amounts to the interest applicable at any time according to the Interest Act, as well as statutory reminder fees and, where applicable, collection fees.
- Unless otherwise agreed, prices are adjusted for calendar year based on AKI column J taken from August of the same year, or at least 5%.
- If the assignment is performed outside the Supplier’s area of operation, the Supplier is entitled to compensation for allowance, travel, accommodation and meals in accordance with the Supplier’s rules which must, however, be reasonable.
- The Supplier is entitled to compensation for materials and similar items that are associated with the assignment.
- In the event of delayed payment, the Supplier is entitled, without penalty, to contain any performance not yet performed and to cancel all work or parts of the work until full payment has been made. Work that has hitherto been performed but not invoiced may be invoiced by the Supplier immediately with a 10-day payment time frame following receipt of the invoice, notwithstanding the other provisions of these General Terms and Conditions and other payment timeframes.
- If the Purchaser partly or wholly delays the payment of the due amount after the time stated in the reminder, the Supplier has the right to terminate the contract in writing with immediate effect, and the right to provide a final invoice.
- The Purchaser does not have the right to withhold payment pending errors or shortcomings.
9. DAMAGES AND LIMITATION OF LIABILITY
- The Supplier is not responsible for loss of production, loss of profits or other financial loss in any situation.
- The Purchaser is responsible to the Supplier and all users for the contact details provided by the Purchaser to the Supplier. Should any claim be made against the Supplier due to inaccuracies or inadequate consent from someone to whom the Purchaser has provided contact information, it is incumbent on the Purchaser to indemnify the Supplier and take over any dispute
- The Supplier is not responsible for the Purchaser’s loss of data.
- Claims for damages must be made in writing to the Supplier.
- Unless otherwise provided in the contract, the Purchaser’s right to compensation is always limited to an amount corresponding to 7.5% of the total compensation paid to the Supplier for the assignment.
- Except for the sanctions provided for in this agreement, any claim made by the Purchaser due to errors or delays is excluded. However, this limitation of the Supplier’s liability does not apply if the Supplier has committed gross negligence.
- A party may not, without the consent of the other party, disclose documents or otherwise reproduce confidential information to a third party about the assignment or about the other party beyond the extent necessary for the execution of the assignment. Parties shall ensure that confidentiality is respected by means of confidentiality agreements with staff or by other appropriate means.
- The duty of confidentiality does not apply to information that the recipient of information may have duly receivedby other means than through the assignment, or to information which is generally known. The obligation of confidentiality also applies once the agreement ceases to apply.
- The Supplier processes personal data in accordance with the Personal Data Act and the General Data Protection Regulation. In order to protect personal privacy, information is not disclosed to an external party. Exceptions to this are made if the Purchaser has violated the terms of this agreement or if the authority requests this with the support of Swedish legislation.
- REASON FOR EXEMPTION
- The party shall be exempt from liability and other sanctions if the fulfilment of a particular undertaking is prevented or substantially hampered by circumstances which the party could not reasonably govern or foresee. Conditions for exemption include war, burglary, lightning, fire, earthquake, flood, uprising or riot, requisition, seizure, currency restrictions, governmental regulation or other public regulation, strike, lock out, blockade or other labour conflict with or without participation of the contracting party, scarcity of energy, or other similar conditions.
- TERM OF AGREEMENT AND TERMINATION
- This agreement enters into force upon signature and will run for 12 months unless otherwise agreed. The agreement is extended by twelve (12) months at a time, unless written notice is given three (3) months before the end of the current contract period.
- A party has the right to terminate the agreement with immediate effect if the other party is guilty of any material breach of contract which is not specifically regulated in these General Terms and Conditions, and if remediation is not made within 30 days of the request for remediation by the party breaching the contract.
- A party has the right to terminate the agreement with immediate effect if the other party suspends the payments, initiates composition negotiation, enters liquidation, goes bankrupt or shows signs of insolvency.
- MODIFICATION OF TERMS
- The Supplier has the right to make changes to these terms, which are to take effect 30 days after publication.
- APPLICABLE LAW AND DISPUTE
- Swedish law shall apply to this agreement with the exception of choice-of-law rules.
- Disputes regarding the interpretation or application of agreements and related legal disputes are definitively settled by arbitrators under Swedish law. The arbitration procedure shall take place at the Stockholm Chamber of Commerce’s Arbitration Institute (the Institute), wherein the Swedish language will be the language of operation. The Institute’s rules for simplified arbitration shall apply unless the Institute – upon taking into account the severity of the case, the value of the dispute object, and other circumstances – determines that the Rules of the Stockholm Chamber of Commerce Arbitration Institute shall apply to the procedure. In the latter case, the Institute shall decide whether the arbitration panel shall consist of one or three arbitrators. The arbitration panel, the parties, their representatives and others who participate in the arbitration procedure shall respect the confidentiality of the procedure and what has been stored there.
- In the event that the disputed amount is less than 10 times the applicable amount at the time of filing arbitration, in accordance with the General Insurance Act (1962: 381), the dispute may alternatively be settled by the Stockholm District Court.
- Claims against the Supplier are due if judicial or arbitration proceedings are not initiated within 2 years from the execution of the assignment.