Terms for Professional Services

Terms for professional services

For the purposes of these Terms for Professional Services (the “Terms”), the “Customer” shall mean an entity accepting an offer from Insert Coin AB, reg.no 556864-0527, (the “Consultant”) to provide certain Professional Services (the “Service”) by signing an order confirmation provided by the Consultant (the “Commercial Agreement”). The Consultant and the Customer are hereinafter jointly referred to as the “Parties” and individually as a “Party”.  

1 The Service
1.1 The Consultant shall provide services to the Customer (the ”Service”). The Service consists of the following services and obligations agreed by the Parties in accordance with the Commercial Agreement.

1.2 The scope and timeline of project are found in the Commercial Agreement.

1.3 The Consultant’s provision of the Service requires a constructive dialogue and close cooperation between the Parties, and the Parties undertake to participate to such.

 

2 The Consultant’s obligations

2.1 The Consultant shall perform the Service in a professional manner and may not have interests that reasonably conflict with the Customer’s interests. The Consultant shall comply with such instructions that the Customer continuously provides during the term of the Agreement, and which are reasonable considering the nature of the Service.

2.2 The Consultant is responsible for having the work equipment required for the provision of the Services (however, the Customer shall, as applicable, give the Consultant access to necessary systems etc.).

2.3 Unless explicitly a part of the Service, the Consultant shall not communicate with any third parties, including authorities, on behalf of the Customer.

3 The Customer’s obligations
3.1 The Customer shall take all actions required for the Consultant to be able to provide the Service in accordance with the Agreement and which is reasonably controlled by the Customer. For instance, the Customer shall ensure that it has all permissions from individuals and authorities which are required for the Consultant to be able to provide the Service on time.

3.2 The Customer is responsible for coordination should the Customer hire additional consultants.

4 Organization etc.
4.1 The Consultant shall have the right to decide what individuals to provide the Service (each of them referred to as the ”Individual”). The Consultant shall ensure that the Individual has the knowledge and competence required for the provision of the Service, and otherwise is suitable for the assignment. The Consultant may replace the Individual without the Customer’s permission.

4.2 The Consultant undertakes to ensure that the Individual is personally bound by Section 6 (Right to the Results) and Section 7 (Confidentiality). For the avoidance of doubt, the Consultant shall however be liable for any breach committed by the Individual of such provisions. 

4.3 The Consultant may engage any sub-contractors for the provision of the Service. The Consultant is liable for any work performed by a sub-contractor as if it was its own.

5 Price and payment
5.1 The Customer shall compensate the Consultant with 1100 SEK ex. VAT per hour unless otherwise agreed in the Commercial Agreement.

5.2 The Consultant shall invoice the Customer monthly unless otherwise agreed on the Commercial Agreement. Payment shall be made within 15 days from the invoice date.

5.3 Should the Customer not pay the invoice in the right time, interest on late payment shall accrue according to applicable law. The Consultant shall have the right to stop providing the Service if the Customer is more than 30 days late with the payment or if it could be reasonably expected that no payment will be made. If the Customer is late with the payment of at least two invoices, this shall be deemed as a “material breach” of contract, which entitled the Consultant to terminate the Agreement in accordance with Clause 11.3.

5.4 The Customer has the right to withhold any payment if it is likely that the Consultant will fail in its undertakings under the Agreement.

5.6 Each Party shall pay VAT and other applicable fees and taxes in accordance with applicable law (and does not have the right to compensation for any such from the other Party).

5.7 In the event the Service require traveling, the Consultant may charge the Customer for reasonable travel costs.

 

6 Right to the Results
6.1 All rights, including intellectual property rights (such as, but not limited to, copyright, source code, software, inventions, patents, patent applications, trademarks, design, domains, concepts and know-how) and all related rights which are created, invented or developed when performing the Service (by the Consultant itself or together with others) (the ”Results”), shall, to the fullest extent permitted by law, automatically be transferred to the Customer. 

6.2 The Customer (but not the Consultant) shall have the right to alter, further develop, copy, and otherwise use the Results, including to license or transfer the results to third parties. The Customer’s rights under this Section 6 do not give the Consultant the right to any further compensation than set out in Section 5 unless otherwise required by mandatory law. 

6.3 The Consultant undertakes to, without any additional compensation, upon the Customer’s request thereof, take all actions required for the Customer to be able to exercise its rights in accordance with Clauses 6.1-6.2 and thus become the sole legal and beneficial owner of the Results, including, but not limited to, assist the Customer with necessary applications and registrations, and to sign any documents which the Customer finds necessary or desirable to protect, register and/or retain the Results.

7 Confidentiality
7.1 The Parties undertake, during the term of the Agreement and for a period of two years thereafter, not to disclose to any third party information regarding the Agreement, nor any other information which the Parties have learned as a result of the Agreement and/or the Service, including information received from the other Party (for the avoidance of doubt, regardless of whether the information was disclosed before or after the date of signing of this Agreement), whether written or oral and irrespective of form (“Confidential Information”). The Parties agree that the Confidential Information may be used solely for the fulfilment of the obligations, and for exercising the rights, under the Agreement and not for any other purpose.

7.2 A Party may however disclose Confidential Information to its directors, employees, sub-contractors, and legal and financial advisors to the extent necessary and provided that such persons undertake to be bound by a confidentiality undertaking substantially in line with this one. A Party may also disclose Confidential Information if requested and reasonably should be disclosed in connection with an independent third party’s eventual purchase of a majority of the shares in the same Party or all or substantially all assets in the same Party, provided that the third party (and everyone acting on its behalf) agrees to be bound by a confidentiality undertaking in line with this one.

7.3 This confidentiality undertaking does not apply to information which i) at the date of its disclosure is in the public domain or at any time thereafter comes into the public domain other than by breach of this Agreement; or ii) the receiving Party can evidence was in its possession or was independently developed at the time of disclosure and was not obtained, directly or indirectly, by or as a result of breach of a confidentiality obligation. Neither shall this confidentiality undertaking prevent a Party to disclose information to the extent such Party is required to make a disclosure of information by law, regulation, or a decision of a court or competent authority.

8 Personal data
8.1 Personal data may be shared for the providing of the Service and otherwise under this Agreement. The Parties undertake to take all actions necessary for compliance with the General Data Protection Regulation (EU 2016/679) (“GDPR”) and other applicable data protection regulation.

9 Term and termination
9.1 The Agreement enters into force on the date agreed upon in the Commercial Agreement. The Agreement and thereby the provision of the Service shall automatically terminate after the provision of the agreed Service, without prior notice.

9.2 The termination of the Agreement means that the Parties’ future rights and obligations will terminate unless otherwise stated herein. The termination of the Agreement does not affect any rights and obligations that have derived prior to termination.

9.3 At the occurrence of any of the following circumstances, a Party has the right to terminate the Agreement prematurely without any notice period:

1. The other Party has committed a material breach of the Agreement (or, as applicable, any data processor agreement applicable between the Parties), or otherwise acts in a way which is, or risks being, materially detrimental to the aforementioned Party’s interests or clearly opposes effective cooperation between the Parties; or
   
2. The other Party suspends its payments (Swedish: ställer in betalningar), enters into composition procedure (Swedish: inleder ackordförhandling), files for bankruptcy (Swedish: ansöker om konkurs), submits a request regarding company reorganisation (Swedish: ansöker om företagsrekonstruktion) or similar, or enters into liquidation (Swedish: fattar beslut om likvidation).

9.4 Termination of the Agreement shall be made in writing.

9.5 No later than upon termination of the Agreement, the Consultant shall i) submit all work results (including the Results) to the Customer, and ii) return or, if not possible to return, destroy any materials (whether stored in physical or digital form), including Confidential Information, belonging to the Customer which the Consultant possesses (as a result of the provision of the Service), and, as applicable, confirm such destruction to the Customer in writing.

10 Miscellaneous
10.1 No employment: For the avoidance of doubt, nothing in the Agreement shall mean that any natural person connected to the Consultant (including the Individual) shall be regarded as an employee of the Customer. The Parties’ intention is that the Consultant shall provide the Service in the capacity of an independent contractor.

10.2 Assignments: No Party may assign or pledge any of its rights and obligations under the Agreement to a third party.

10.3 Entire agreement: The Agreement represents the entire understanding and constitutes the whole agreement between the Parties relating to the subject matter hereof and supersedes all eventual prior communications and/or agreements whether made in writing or by word.

10.4 Amendments: Any eventual amendments and supplements of the Agreement shall be made in writing and be signed by both Parties.

10.5 Substitution: Should any provision of the Agreement be declared invalid; this shall not mean that the whole Agreement is deemed void. Instead, considering the Parties’ intention when entering into the Agreement, a suitable amendment shall be made to the Agreement.
10.6 Applicable law and disputes: This Agreement shall be governed by and construed in accordance with Swedish law (without regard to its conflict of law principles). Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by the public courts of Sweden, with Göteborgs tingsrätt as first instance.