General and Definitions
1.1 Unless otherwise agreed in writing these general conditions apply between the person(s) (“the Supplier”) who have undertaken to perform, supply, develop, further develop, deliver or produce a product or service (“the Assignment”) and the Swedish Institute (SI), (“the Commissioner”). In this context product refers to articles, solutions or systems which include a service in some form.
1.2 “The Agreement” means the agreement established between the Supplier and the Commissioner and associated appendices. Unless otherwise indicated the Bid enquiry/Specification enquiry and Bid/Estimate and any appendices shall form the agreement documents.
Performance of the Assignment – General
2.1 The Supplier is responsible for the Assignment being performed in a professional manner. The Supplier shall also perform the Assignment with care, observe legislation or other statutes, including official regulations, and otherwise observe ethical standards and good practice. The Supplier performs the Assignment as an independent contractor and the Assignment does not represent any employment or agent relationship between the Commissioner and the Supplier.
2.2 The Supplier is permitted to employ subcontractors or other personnel with the Commissioner’s consent in order to perform the Assignment or parts of the Assignment if required for the Assignment. The Commissioner has the right to receive written information from subcontractor’s equivalent to that which is held about the Supplier and its personnel if it assesses that this is appropriate. When subcontractors or persons other than their own personnel are used the Supplier is responsible for all the Supplier’s commitments according to the agreement being fulfilled by the subcontractor.
2.3 When the Commissioner and the Supplier have agreed that certain personnel shall be used in performing the Assignment these personnel may not be replaced by others without the Commissioner’s written consent. The Supplier itself is responsible for the costs of and time spent in replacing personnel.
2.4 The Supplier is responsible for replacing any personnel which the Commissioner considers to lack required expertise or whom the Commissioner considers it has difficulty working with without undue delay.
2.5 If the Supplier does not replace such personnel within 30 days from when the Commissioner made a request for them to be replaced, the Commissioner has the right to cancel the Agreement if the replacement of personnel is of particular importance to the performance of the Assignment or the result.
2.6 The Supplier shall inform the Commissioner about the replacement of personnel and changes to its operations which affect the Assignment. If such changes are of significant importance to the performance of the Assignment the Commissioner has the right to cancel the Agreement.
2.7 The Assignment shall be considered completed when the Assignment has been performed in its entirety according to the agreed specification and when any completed materials have been transferred to and approved by the Commissioner.
2.8 Unless otherwise agreed, work which the Supplier performs on the Commissioner’s premises shall be performed between 09:00 and 17:00 on weekdays which are not holidays.
Ownership and intellectual property, infringement
3.1 Unless otherwise specifically agreed the Commissioner has ownership and free, exclusive usufruct of unlimited duration to original documents and all materials produced by the Assignment and the results of work produced for the Commissioner, together referred to below as “the Result”. Any copyright, patent rights or other intellectual property attributable to the Result fall to the Commissioner without specific remuneration. The Commissioner’s intellectual property does not include rights which fall to others by law. The Commissioner has the right to modify, adapt or transfer the Result of Assignments performed for its own use and at its own expense.
3.2 The Supplier may not publish or utilise in any other way research results or the results of work which belong to the Commissioner without the Commissioner’s written consent. Any such Result shall be transferred to the Commissioner when it is no longer required or when the Assignment has been completed or at the latest when the Agreement expires.
3.3 The Supplier guarantees that all or parts of the Result do(es) not infringe a third party’s intellectual property rights, either through ownership, utilisation, further disposal or transfer. Should it transpire that use of the Result represents infringement of a third party’s rights and the Supplier has not informed the Commissioner of this in writing the Supplier shall indemnify the Commissioner from demands or claims made against the Commissioner for infringements caused by utilisation in Sweden and other countries which are members of the European Union and other countries covered by agreements. The Supplier shall be notified in writing by the Commissioner of demands or claims lodged within reasonable time. The Supplier has the right to decide on its own on the defence against such claims and to conduct negotiations on settlement or reaching a compromise.
3.4 What is stated in points 3.1 and 3.2 above also applies to subcontractors. It is the responsibility of the Supplier to ensure that provisos are binding at the next stage with the guarantees and responsibilities which apply according to point 3.3 and according to point 8 below.
Information and Follow-Up
4.1 Both parties are obliged to inform each other continuously about changes which are significant for the performance of the Assignment.4.2 The Commissioner has the right to evaluate or follow up the Assignment. The Supplier is obliged to support the performance of such evaluation or follow-up for reasonable remuneration.
5.1 The Commissioner has the right to cancel such parts of the Assignment which are not performed, and which do not involve excessive inconvenience for the Supplier. For other cancellation which could not have been foreseen the Supplier has the right to compensation for work performed and documented costs paid.
6.1 The Assignment is considered to be faulty if:
1. it does not fulfil the requirements set in the agreement and specifications for the Assignment or the result of the Assignment,
2. the result deviates from any information significant to the assessment of the Assignment’s suitability or suitability for its purpose which may be assumed to have influenced the agreement and which was provided by the Supplier in association with entering into the agreement or in marketing,
3. The Supplier, other than what is now being stated, prior to entering into the agreement omitted to inform the Commissioner of any circumstances regarding the Assignment’s suitability or suitability for its purpose which the Supplier knew of or should have known of and which it realised or should have realised were of significance for the Commissioner.
6.2 The Supplier is considered to be delayed if: all or parts of the Assignment, without this being dependent on any circumstances on the part of the Commissioner, have not been performed within the time agreed or, if a time has not been agreed, within the time which is reasonable with particular regard to what is normal for an Assignment of the same nature and scope,
2. The Supplier does not observe an agreed time for the commencement of the Assignment or for the progress of work.
3. The Supplier shall inform the Commissioner as soon as possible when there is a risk of delay, of the cause of this and when the Assignment may be considered completed instead.
Consequences of faults or delays
7.1 If there are faults or delays on the part of the Supplier the Commissioner is entitled to withhold payment which has not been yet been made. The Commissioner is also entitled to choose between the Supplier performing the Assignment (if delayed), correcting the fault (if there is a fault in the Assignment) or discontinuing the performance of the Assignment.7.2 If the fault is not corrected without unreasonable delay the Commissioner has the right to reduce the agreed remuneration by a sum which can reasonably be considered to correspond to the fault/deficiency. The Commissioner also has the right to engage another party to perform the Assignment and be remunerated by the Supplier.
7.3 For delays which are not dependent on actions taken by the Commissioner or insufficient actions the Commissioner has the right to impose a penalty of a sum equivalent to two per cent (2%) of the remuneration for the Assignment for every week commenced when it has not been possible to adhere to the agreed timetable, but subject to a maximum of ten per cent (10%) of the remuneration for the Assignment. The Commissioner is also entitled to cancel the Agreement according to point 15 below if the Commissioner is entitled to the maximum penalty according to this point and subsequently demands delivery in writing by a final reasonable deadline which may not be less than a week and the Supplier does not deliver by this final deadline.
Liability for damages and limitation of liability
8.1 The Supplier is responsible, subject to the restrictions set out below, for damages which may be caused to the Commissioner by the Supplier or the Supplier’s employees and subcontractors through faults or negligence in the execution of the Assignment. However, liability for damages only applies to direct damages and not indirect damages such as lost profits or expected savings.8.2 Furthermore, the Supplier is not liable in any circumstances for losses of data or damages caused by the Commissioner providing faulty specifications. This limitation of liability shall not apply to damages caused intentionally or through gross negligence.
8.3 The Supplier’s total liability for damages arising from the Assignment is limited to sixty per cent (60%) of the total value of agreed services. The Commissioner’s right to damages is forfeited if a claim regarding compensation is not lodged within one (1) year of the completion of the Assignment.
Conditions of Compensation, Payment
9.1 The payments and costs indicated in the Agreement form the Supplier’s grounds for remuneration for the Assignment. The remuneration indicated is exclusive of VAT. The Commissioner will not pay any expenses or costs other than those expressly set out in the Agreement. Remuneration for travel, expenses, subsistence and similar will only be paid to the extent to which specific agreement is reached between the parties. If the parties are agreed on remuneration for travel expenses the remuneration applies according to the rules which apply to business travel for government bodies. Overtime payments will only be paid if specific agreement is reached between the parties.
9.2 Unless otherwise agreed the Supplier invoices once a month for work performed and accounted for and work approved by the Commissioner which has been agreed for the Assignment, verified costs and approved outlay.
9.3 Unless otherwise agreed invoicing takes place retrospectively and payment is made thirty (30) days after the invoice date. The final invoice shall be received by the Commissioner at the latest three months after the completion of the Assignment. Claims lodged later are not entitled to remuneration.
9.4 The invoice shall state the following information: specification of the Assignment/name of the project, who performed the Assignment (name of consultant), number of hours and hourly rate. The Commissioner’s reference code shall appear on the invoice per Assignment or invoice. The reference code is provided by the Commissioner. Information about postal and/or bank giro numbers, VAT registration numbers and self-employed tax notices held shall also be indicated on the invoice.
9.5 The Commissioner shall receive electronic invoices in accordance to requirements described at: si.se/en/
9.6 If payment is delayed the Supplier has the right to charge penalty interest according to the Swedish Interest Act (1975:635).
9.7 Payment of invoices does not in itself imply that the Commissioner approved the Assignment.
9.8 At the Commissioner’s request the Supplier shall provide statistics with information regarding Assignments during the invoiced period.
9.9 If there is any dispute regarding payment the Commissioner has the right to withhold disputed sums until such time as the parties have reached agreement or otherwise required by court ruling.
10.1 If remuneration is paid in the form of hourly or daily fees the Supplier shall on request be able to verify its invoicing through time management or bookkeeping.10.2 The Commissioner has the right to request copies of receipts and other documentation which supports accountancy from the Supplier in order to verify invoiced costs.
11.1 A party shall be excused from fulfilling obligations under the Agreement if fulfilling them is prevented or unduly encumbered as a result of circumstances beyond the party’s control. Events beyond a party’s control include industrial disputes, fire, war, mobilisation, very extensive unforeseen military call-ups, requisitions, confiscations, disorder and rioting regardless whether the circumstances affect the party or the party’s subcontractors. If the grounds for being excused are due to circumstances which affect subcontractors, the party is obliged to use other subcontractors where this is possible. Industrial disputes caused by a party not complying with rules and principles which apply widely in the market shall not be considered circumstances beyond a party’s control.
11.2 A party is obliged to inform the other party in writing immediately in the event of the adverse circumstances described above which prevent or unduly encumber the party’s fulfilment of the agreement.
11.3 During the time when the grounds for being excused apply the Commissioner has the right to turn to another supplier. The party is obliged to perform its obligations according to the agreement immediately when the circumstances of the kind described above cease.
11.4 If a party has invoked grounds for being excused and such circumstances have endured for more than two months the party may request in writing that the agreement be cancelled.
Confidentiality and Security
12.1 In those instances where the Supplier is given access to material and information which is protected under the Swedish Public Access to Information and Secrecy Act (2009:400) applicable provisions in the named act shall be observed. The Commissioner shall inform the Supplier, consultants and subcontractors about the confidentiality which applies. If the Commissioner so wishes, specific undertakings of confidentiality shall be signed by the consultants and subcontractors it has engaged before work begins. Confidentiality also applies if the Assignment or other agreements no longer apply.
12.2 The parties undertake not to divulge or in any other unsanctioned manner disseminate Confidential Information to unauthorised persons and also undertake to employ reasonable safety measures with a view to preventing the unsanctioned spread of Confidential Information. In this regard the parties are also responsible for their employees, consultants and subcontractors.
12.3 The Supplier shall observe the general rules which apply to staying on the authority’s premises. The Supplier shall have the necessary protection against unauthorised electronic access in its operations and shall store documents in a satisfactory manner. The Commissioner’s security policy also applies.
Conflict of Interest
13.1 In performing the Assignment the Supplier shall safeguard and represent the Commissioner and the Commissioner’s interests.13.2 The Supplier shall inform the Commissioner without delay of any circumstance which might result in a conflict of interest, disqualification due to non-impartiality or similar arising for the Supplier.
13.3 If it is considered that there is a conflict of interest the Supplier is obliged to take necessary and reasonable measures which the Commissioner requests in order to prevent or limit the conflict of interest.
14.1 The Supplier does not have the right to use the Commissioner’s name in a marketing context without first obtaining approval in writing.
Cancellation of the agreement
A party has the right to cancel the agreement or parts of the agreement with immediate effect.
1. if a party disregards conditions in the agreement which are of major significance to the other party,
2. if a party repeatedly breaches the agreement, even if the breach of the agreement is not of major significance,
3. if the Supplier falls behind in paying taxes or duties to the state, is declared bankrupt, enters into composition proceedings, goes into liquidation or may be considered to have become unable to pay its debts,
4. if grounds for exclusion according to the Swedish Public Procurement Act (2007:1091) have occurred and are confirmed.15.1 If a party cancels the agreement the other party is obliged to pay compensation for direct losses suffered by the party making the claim as a result of the cancellation.15. 2 A party only has the right to invoke grounds for cancellation if the party has issued a warning in writing and the other party has not rectified the fault within ten (10) days of receiving the written warning.
16.1 No party has the right to transfer this agreement or rights or duties conferred by the agreement or subsequent agreements to another without the other party’s prior approval in writing. This also applies to the right to issue invoices.
17.1 Changes and additions to this agreement must be made in writing and shall be signed by both parties in order to be valid.
17.2 The parties may request renegotiation of the conditions in the agreement 1. 1. if there are significant changes to either of the parties which affect the Assignment, or 2. 2. if the performance of the Assignment changes significantly during the period covered by the agreement.
17.3 Renegotiation shall be initiated as soon as possible after it has been requested by a Party. The request for renegotiation shall be made in writing. The fact that a party has requested renegotiation does not mean that any party is freed from its obligations pursuant to the agreement.
18.1 Disputes regarding the application or interpretation of this agreement and legal relationships arising from it shall be tested and conclusively resolved by the Swedish general courts and by applying Swedish law with the exception of their clauses on the choice of law.
19.1 These general conditions apply until further notice but may be amended by the Commissioner. Amendments begin to apply two months after impending changes have been notified. If the Supplier does not approve the notified amendment the Supplier has the right to cancel the agreed Assignment in writing up to the day on which the amendment comes into force inclusive. If the Supplier does not exercise its right to cancel the Agreement the amendment is binding on the Supplier.
19.2 The Commissioner always has the right to amend the conditions of the agreement immediately and without advance notice if this is occasioned by changes in Swedish or, if appropriate, foreign law which may be assumed to affect the content of the general conditions.