1.1 These general terms and conditions apply to services performed by a consultant, subcontractor or other supplier (collectively the "Supplier") on behalf of E-motions Europe AB ("e-motions"). E-motions and the Supplier are hereinafter referred to separately as "Party" and jointly as "the Parties".
1.2 The description of the scope and other specific conditions for the service(s) to be performed by the Supplier is set out in the cooperation agreement concluded between e-motions and the Supplier (the "Cooperation Agreement").
2.1 The Supplier shall perform its assignment in a professional manner that can be reasonably expected from a leading actor in the field covered by the current assignment. Furthermore, the Supplier shall (i) perform the assignment in good faith and with regard to e-motion's interests, (ii) comply with all laws, rules and official regulations that may be applicable in connection with the Supplier's provision of services within the framework of the current assignment, (iii) comply with industry best practice, and (iv) comply with current labour laws of the countries in which the Supplier operates, including issuance of wages and working hours, immigration, collective agreements, non-discrimination and similar labour law regulations.
2.2 The Supplier, who is completely independent of e-motions, has no authority to represent or take any action that in any way obliges e-motions in relation to third parties.
2.3 The supplier may use subcontractors to carry out the assignment in question. If the Supplier uses a subcontractor, the Supplier is responsible for the subcontractor's work as if it were its own, and for ensuring that the subcontractor complies with all the terms and conditions applicable between the Parties.
3.1 The supplier's remuneration for the performance of the assignment in question is set out in the Cooperation Agreement. The supplier must hold a Swedish F-tax certificate and be registered for VAT. The Supplier shall provide a tax certificate and proof of VAT registration no later than the signing of this contract. The applicable payment terms are set out in the Cooperation Agreement.
3.2 The Supplier's remuneration includes compensation for all costs and expenses unless otherwise specifically agreed between the Parties. The same applies to reimbursement of travel and subsistence expenses or reimbursement of travel time.
4.1 The Supplier is liable for damage resulting from the Supplier's breach of contract or fault, regardless of negligence.
5.1 The Supplier is obliged to ensure that it has liability insurance that provides satisfactory insurance cover during the time that the Supplier performs the assignment in question.
6.1 The Parties undertake to observe confidentiality and not to disclose to third parties any confidential information received by one party from the other party in connection with the contractual relationship between the Parties, regardless of the form or media in which the information is received or whether it is communicated in writing or orally. Confidential information means information which a party has expressly designated as confidential and any other information relating to that party's business, information of a commercial, financial, trade or technical nature, information concerning products and developments, trade secrets, know-how, information concerning staff, consultants, customers and suppliers of the respective party or information which might otherwise reasonably be considered confidential by the disclosing party. The Parties also undertake not to make use of the other Party's confidential information for their own benefit or that of others, other than in the performance of their obligations.
6.2 A Party's obligation of confidentiality under this paragraph does not apply to confidential information which the receiving party can demonstrate (a) was already known to the receiving party at the time of receipt; or (b) is or has become generally available or known without breach of the obligation of confidentiality by the receiving party; or (c) the receiving party has duly obtained from a third party, provided that the third party is not bound by a confidentiality obligation; or (d) has been independently developed by the receiving party without access to the confidential Information; or (e) the receiving party is required to make publicly available by court order, government order or otherwise by law.
6.3 This confidentiality commitment is valid for an unlimited period of time.
7.1 If a Party's ability to perform its obligations in relation to the other Party is prevented by circumstances beyond its control, including but not limited to war, natural disaster, power failure, fire, pandemics, government intervention and strikes ("Exonerating Circumstance"), the Party affected by such circumstance shall be excused from performing its obligations and from penalties for failure to perform certain obligations. To obtain such relief, the Party claiming relief under this clause shall immediately notify the other Party.
7.2 In the event that an Exonerating Circumstance exists for a period longer than [time period] months, the Party is entitled to terminate the Agreement with immediate effect.
8.1 The Agreement and the resulting rights and obligations may not be assigned, in whole or in part, by a Party without the other Party's written consent to such assignment.
9.1 This agreement shall be governed by Swedish law.
9.2 Disputes arising from the Agreement shall be settled by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of the arbitration shall be Jönköping. The language of the procedure shall be Swedish.
9.3 The parties undertake, without limitation in time, not to disclose without compelling reasons:
(i) the existence or content of arbitration in respect of contractual documents applicable between the parties,
(ii) information on negotiations, arbitration or mediation relating to the Parties' contractual relationship,
(iii) any decision or judgment issued by an arbitration tribunal in relation to the Parties' contractual relationship.