(Hereinafter ”AGREEMENT”) BETWEEN SHFTRS AB, (Hereinafter ”The Consultant”) and Customer, (Hereinafter ”The Client”), jointly referred to as “Parties” and individually as a “Party”.

 

 

1. THE ASSIGNMENT

The Consultant agrees to provide the Client the following services and/or deliverables: Continuous test automation of functions, design and all other important components for the delivery of the Client’s website/software/application (Hereinafter “The Assignment”).

The Consultant shall have the flexibility to work on the Assignment from any location of their choosing, as long as the work is completed to the satisfaction of the Client.

 

2. TERM OF THE AGREEMENT

This Agreement will remain in effect until the completion of the Assignment. The term of this Agreement is not based on a fixed duration, but rather on the successful completion of the agreed upon Assignment.

 

3. TERMINATION

Both Parties have the right to terminate this Agreement at any time by providing the other Party 30 days written notice. However, both Parties have  the right to terminate this Agreement without providing other Party such notice if the other Party is declared bankrupt, begins settlement negotiations or is otherwise insolvent. Upon termination, The Consultant will immediately stop working on the Assignment and The Client’s sole liability will be to pay The Consultant all undisputed amounts owing under this Agreement. 

 

4. REMUNERATION

The fee for the Assignment to be provided under this Agreement is fixed and specified in the Quote provided by The Consultant. This quote is hereby incorporated into this Agreement by reference.

 

5. PAYMENT AND INVOICING

Payment for the services provided under this Agreement shall be made by the Client according to the payment terms in the order form.

If the Client fails to make payment according to the payment terms, The Consultant may charge interest on the outstanding amount at a rate of 8 % per annum. The Client shall also be responsible for any and all collection costs incurred by The Consultant in connection with the enforcement of this Agreement.

 

6. STAFFING

The Consultant reserves the right to assign other staff to work on the Assignment. Any changes to the staff must be agreed upon by the Client. The Client may only deny such an agreement if the proposed replacement staff lacks the necessary competence to complete the Assignment. The Consultant shall be solely responsible for ensuring that any replacement staff are fully qualified and capable of completing the Assignment.

 

7. INTELLECTUAL PROPERTY

Each Party has existing intellectual property rights that pre-date this Agreement or are developed outside of the Agreement (“Background IP”). Each Party retains all rights, title and interest to their respective Background IP. 

To the extent to which the Parties provide each other with Background IP for the purposes of this Agreement, the receiving Party shall have a royalty-free, non- exclusive, non-transferable and non-sublicensable right to use such Background IP solely for the completion of the Assignment.

Furthermore, The Consultant shall retain all intellectual property rights, including copyrights, patents, and trade secrets, in and to the software, method, program, documentation, and application used in completion of the Assignment. The Client shall not reproduce, distribute, or create derivative works based on such intellectual property without the prior written consent of The Consultant. The Client shall not disclose any confidential or proprietary information related to the intellectual property to any third party. 

Both the Client and the Consultant shall take all necessary steps to protect each other's intellectual property rights. Each party shall indemnify the other against losses, damages, or expenses incurred as a result of any breach of this clause. The total liability of the Receiving Party under this indemnification clause shall not exceed 100,000 SEK. This obligation to indemnify shall survive the termination or expiration of this Agreement.

Notwithstanding the foregoing, the Disclosing Party reserves the right to pursue litigation if the breach by the Receiving Party results in damages exceeding 100,000 SEK or if the breach involves willful misconduct or gross negligence.

 

8. CONFIDENTIALITY

The Consultant and the Client acknowledge that during the term of this Agreement, each party may have access to or be exposed to confidential information of the other party (hereinafter "Confidential Information"). The Consultant and The Client hereby agree that they shall not, during the term of this Agreement or at any time thereafter, disclose any Confidential Information of the other party to any third party without the express written consent of the other party. In the event of any such legal compulsion, the party required to disclose such Confidential Information shall provide the other party with prompt prior notice of such requirement so that the other party may seek an appropriate protective order or other remedy. Additionally, both The Consultant and The Client agree to take all reasonable steps to protect the confidentiality of the Confidential Information in their possession, including, but not limited to, the implementation of security measures to prevent unauthorized access or use of such information.

 

9. LIABILITY

In no event shall The Consultant be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to  The Consultant in advance or could have been reasonably foreseen by Consultant, and in the event this limitation of damages is held unenforceable then both The Consultant and The Client agree that by reason of the difficulty in foreseeing possible damages all liability to The Client shall be limited to the cost of completing the Assignment.

 

10. ASSIGNMENT

No Party may assign, delegate or otherwise transfer or pledge or grant any other security interest in or over any of its rights or obligations under this Agreement without the prior written consent of the other Parties.

 

11. GOVERNING LAW AND DISPUTES

This Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflicts of law rules and 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 arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).

The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm.