CONSULTING TERMS

NOTE: THIS PAGE IS CREATED TO SHARE TERMS OF SERVICE FOR ORGANISATIONS INTERESTED IN RIADA CONSULTING SERVICES. THESE TERMS AND OTHER DETAILS WILL BE SPECIFIED IN THE AGREEMENT WHICH NEEDS TO BE SIGNED BY BOTH PARTIES.

Assignment Description

The Consultant undertakes to provide consulting services to the Customer in accordance with this Agreement (the “Assignment”). The Assignment is carried out from a distance and at the Customer’s premises as agreed from time to time.

The Assignment comprises of:

  • Professional services (consulting) regarding products from Atlassian such as JIRA and Confluence.

This Agreement and the Consultant’s General Terms and Conditions (enclosed hereto) shall apply for the Assignment.

In case of conflict between any provision of this Agreement and the Consultant’s General Terms and Conditions, the provision in this Agreement shall prevail.

Time and scope

The amount of hours are not fixed but will be called off by the Customer from time to time. Delivery dates for each effort should be mutually agreed.

This Agreement covers the period 201x-xx-xx – 201x-xx-xx and can be terminated prematurely by each party with one week notice.

Personel and compensation

The Consultant provides appropriate personnel for the Assignment.

The price for the assignment is SEK xxxx per hour.

Prices above are excluding VAT. Cost of travel and accommodation outside of <CITY> is billed to the Customer. Billing occurs monthly, and payment must be made within 30 days net. If payment is late, interest will be added according to Swedish law.


GENERAL TERMS 201x – CONSULTING SERVICES

APPLICABILITY

This document contains the General Terms and Conditions regarding the assigment issued by Riada AB (Riada) as the provider of agreed upon consultancy services (the Assignment) to the Customer. These General Terms and Conditions shall be applied between Riada and the Customer whenever referred to in any contractual documents such as consultancy agreement, order sheets and the like (e.g. the Agreement). These General Terms and Conditions together with the Agreement constitute, unless otherwise agreed in writing, the full regulation of the parties in all matters relating to the Agreement and supersedes previous versions of the Terms and Conditions. In case of conflicting provisions in these General Terms and Conditions and the Agreement, the Agreement’s provisions shall prevail. In order for changes and additions to this document to be binding, these changes must be written and signed by Riada and the Customer.

THE EXECUTION OF THE ASSIGNMENT

Riada commits to perform the Assignment with the skill, speed and care the Customer has reason to expect from a reputable consulting firm in the industry.

Reporting and documentation is done as agreed and Riada undertakes to meet the Customer’s reasonable requests relating to these matters.

Changes in the Assignment shall be agreed in writing between the parties. The customer has the right to make minor changes to the Assignment without Riadas consent. At the change of the Assignment, the Assignment description/schedule will be adjusted to the extent required with respect to the nature and extent of the change made.

THE COMMITMENT OF THE CUSTOMER

The Customer shall provide the information Riada requires for the Assignment and conduct necessary steps according to Riada’s instructions before and during the execution of the Assignment.

If and to the extent that work is done on the premises of the Customer or by the Customer designated premises, the Customer shall provide an appropriate work environment for the execution of the Assignment.

ORGANIZATION AND CONSULTANTS

Riada agrees to maintain an organization and readiness with suitably qualified and competent consultants for the Assignment.

Riada undertakes as far as possible to meet the Customer’s requests for staffing consultant(s) for the performance of the Assignment, but reserves the right to replace the consultant(s) for the execution of the Assignment. Riada reserves the right to additionally hire subcontractors for the performance of said Assignment (or part thereof). If Riada wants to replace the consultant and/or hire a subcontractor, the Customer shall be informed accordingly. If a subcontractor is hired, Riada is responsible for the subcontractor’s work, as if the work was performed by employees of Riada.

Riada’s consultants shall have the opportunity to receive training by attending courses and seminars, and participate in Riada’s internal meetings. Such activities shall, however, as much as possible, be scheduled so as to minimize the impact on the Assignment.

RENUMERATION

For the execution of the Assignment, the agreed upon fee is applicable during normal working hours. Normal working hours are weekdays between the hours of 8:00 am to 5:00 pm. When working outside normal working hours as approved by the Customer, there will be a supplemental charge of 50% of the agreed fee between the hours of 6:00 am to 8:00 am and 5:00 pm to 8:00 pm on weekdays. Work during hours outside of the previously mentioned hours will be charged an additional premium of 100% of the agreed fee. Travel time will be charged at agreed fee during normal working hours and with an additional 50% fee outside normal working hours. Customer shall pay the additional fees charged, such as VAT and other taxes and levies.

Riada, in addition to fees, has a right of compensation for costs incurred in connection with the execution of the Assignment, such as allowance, travel and lodging.

PAYMENT

The fee and any other expense is to be billed monthly on the last day of each month and payment must be made no later than 30 days after the invoice date. In case of late payment, there will be a penalty interest rate in accordance with Swedish law.

In the case of late or non-payment Riada reserves the right to withhold its services according to the Agreement until payment is made.

INFORMATION MANAGEMENT AND PRIVACY

Riada undertakes to comply with the Customer’s stated requirements for information management, with the application of the confidentiality provision below.

Each party agrees that during the term of the Agreement and for three years thereafter, not to reveal information to third parties that is of such nature that it is considered as the other party’s trade secret, except for: (i) information that is generally known or have come to public knowledge in other ways than by breach of contract by either party, (ii) information that a party can show that he already knew before receipt of the other party, (iii) information that a party has received or will receive from a third party without being bound by the duty of confidentiality in relation to the latter, however, such a party may not disclose to third parties that same information that was received from the other party under this Agreement.

IMMATERIAL RIGHTS

Provided that the Customer has fully paid for fees and expenses for the execution of the Assignment, the intellectual property generated by the work performed during the Assignment by Riada belongs to the Customer and constitutes part of the Customer‘s property, with the following exceptions and limitations.

Product or part thereof (e.g. software) to which rights belong to third parties and where the Customer under special license only obtains rights for the product.

If Riada places an already developed product (e.g. software, scripts, algorithms, etc.) outside of the Assignment at the Customer’s disposal, Riada retains the full ownership thereto, and the customer receives instead a non-exclusive royalty-free right to use such a product for internal use.

Riada reserves the right to freely use general knowledge and know-how gained in the execution of the Assignment in other assignments.

COMPLAINTS AND LIMITATION OF LIABILITY

Except as specifically set out in this provision, the Customer may not bring charges against Riada for deficiencies in the execution of the Assignment, unless intentional or gross negligence can be attributed to Riada.

If Riada fails in its performance under the Agreement, Riada shall, after written notice from the Customer and at its own expense, initiate action within a reasonable time, with the urgency that the circumstances require, and correct the deficiency. In the case of a complaint, the Customer shall in detail describe where the shortcoming is and how it manifests in the work done by Riada.

The responsibility of Riada only comprises the failures that have been notified within a reasonable amount of time after the failure has been noted, but in no event later than two months from the time when the performance of the work in question has taken place.

If a non-trivial failure that has been duly reported, and for which Riada is responsible, has not been remedied by Riada with the urgency that the circumstances require, the Customer has the right to specify a written and final respite for the remedy of the failure (not being less than 30 days). If remedial action still has not occurred at the expiration of above mentioned respite, the Customer has the right to demand a proportionate discount of payment of the Assignment. If such failure is of material nature, the Customer has the right to cancell the Assignment and claim compensation for the direct damages incurred.

If the Customer has reported a failure for which it is later proved that Riada is not responsible for, the Customer has to compensate Riada for the work performed and costs incurred.

The responsibility of Riada does not comprise:

(i)          problems caused by the Customer’s use of designated software, equipment or other accessories in a way that is not in accordance with Riada’s instructions and affects its function;

(ii)         problems caused by the Customer or a third party by changes to, or interference with, product not in accordance with the product manufacturer’s or Riada’s instructions;

(iii)        problems caused by the Customer’s use of the product in a manner other than in accordance with the user documentation or by negligence of the Customer, its employees or third parties, or by other circumstances beyond the control of Riada, such as errors or bugs in the software, equipment or other accessories;

(iv)        problems caused by the Customer omitting or providing inaccurate information or failed in its obligation under paragraph 3 above;

(v)         infringement of third parties’ rights in respect of product or the use thereof, or

(vi)        incidental or indirect losses or consequential losses such as lost profits, reduction of production, costs of hiring consultants, data loss or other costs, regardless of whether the loss or damage arises out of or relating to this Agreement.

Riada’s total liability under the Agreement is limited in amount to the lesser of 25 price base amounts (prisbasbelopp in Swedish) or 75% of the total Agreement sum.

Riada’s responsibility assumes that the Customer has taken all reasonable steps to limit or prevent any damage.

INSURANCE

Riada holds a professional liability insurance with an amount totaling SEK 1,000,000. Riada undertakes to maintain the same insurance coverage during the term of the Agreement.

FORCE MAJEURE

A party is not liable for failure to perform the party’s obligations if such failure is as a result of natural disasters (including fire, flood, earthquake, storm, hurricane or other natural disaster), terrorist activities, nationalisation, government sanction, blockage, embargo, labor dispute, strike (contractual and non-contractual), lockout or interruption or failure of electricity or telephone service or other circumstance that either party could not reasonably have foreseen and consequences of which neither party could reasonably have avoided or overcome, or the subcontractor of either party has prevented from fulfilling its obligations due to circumstances stated.

If the fulfillment of an essential part of the Agreement will be prevented for longer than 90 days because of the circumstances mentioned above, either party has the right to terminate the Agreement, in writing, without liability.

Notwithstanding the above, if Riada due to strike or similar events at the Customer, is unable to perform the work as planned, Riada is entitled to compensation equivalent to 75% of the agreed fee for the scheduled consulting time that can not be performed, provided that the current consultant has not been assigned to another job. Riada has no obligation to provide for other assignments for said consultant.

EARLY TERMINATION

Either party may terminate the Agreement if the other party is declared bankrupt, is in composition negotiations, goes into liquidation or is otherwise likely to be insolvent. Irrespective of the Agreement being canceled, the party shall be compensated for damage incurring as a result of the other party’s insolvency.

Riada also reserves the right to terminate the Agreement with immediate effect in the event that the Customer is in default of payment and does not make payment within 30 days after the written request thereof. Riada shall then be entitled to damages equal to the positive contractual amount.

DISPUTES AND APPLICABLE LAW

Any dispute arising from this Agreement shall be finally settled by arbitration under the rules of the Stockholm Chamber of Commerce Arbitration Rules for Expedited Arbitration. The arbitration shall take place in Stockholm.

Riada reserves the right to apply for a payment and to defer a dispute to the court of general jurisdiction in the event of dispute relating to non-payment.

The agreement is subject to Swedish law, without regard to conflict of law provisions


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