General Terms & Conditions

 

1.Introduction

1.1

These General Terms and Conditions (“GTC”) apply to the performance of consultancy services where Cadcraft AB, 556703-7113 (“Cadcraft”) either allocates some resources to the customer’s (“Customer”) disposal or carries out an assignment ordered by Customer according to which certain results shall be provided. These GTC form an annex and an integral part of a purchase order, main contract, framework agreement, order or other contractual agreement (“the Agreement”).

1.2

Cadcraft shall perform the consultancy service as specified in these GTC as well as any agreed specification and possible timetable. Certain points in these GTC relate only to consultancy services that are performed as Assignments (“Assignments”).

1.3

For any Agreement entered into for an Assignment to be performed until further notice or for a fixed period of time, the term and provisions of the Agreement and any extension and/or termination shall be regulated when the parties agree on such services.

 

2.Performance of the Assignment/Consultancy services

2.1

Consultancy services shall be carried out with care, in accordance with the agreed specification and timetable and in an otherwise professional manner.

2.2

The Consultant shall comply with professional diligence in the performance of the consultancy service. 

2.3

Consultants may not receive or obtain directives for the implementation of the services from any other than the Customer.

2.4

Cancellation of service shall be made no later than five (5) working days before the agreed commencement date. For cancellations the day before the agreed time or later, full fee is charged. For cancellations between five and one day before the agreed commencement date, half of the original agreed fee is charged. Cancellation of courses shall be made no later than ten (10) working days before the commencement of the course. For cancellations nine to three days before the start of the course, half of the fee is charged. For cancellation of courses later than that; full fee will be charged.

2.5

Cadcraft’s commitment applies to services. Unless otherwise agreed in writing, the required mechanical equipment, hardware, computer accessories, software, databases, forms, modem, telecommunications lines and services, as well as any other equipment, material and systems required, shall be provided by and costs borne by the Customer.

2.6

The Customer shall also provide Cadcraft with instructions and any such support that may be required for Cadcraft to be able to deliver its services and perform the Assignments. The Customer is responsible for work management and control.

2.7

Cadcraft’s normal working hours are eight (8) hours per day and 40 hours a week. The working hours of the day during the day will be adjusted to suit the Assignment, however if possible, to the Customer’s regular working hours. The Customer is obliged to notify Cadcraft no later than one (1) month in advance, if work cannot be performed on a certain day. Normal working hours are 08:00-17:00 on weekdays. There is no scheduled work between 22.00 – 06:00. Work may be scheduled during weekends, Saturday and Sunday, between 06:00-22:00.  

2.8

Cadcraft is responsible for completing its Assignment at the agreed time, only if explicitly stated in the Agreement.

 

3.Personnel

3.1

During the performance of the Assignment, Cadcraft is entitled to have its personnel participate in scheduled education if the Customer has been informed no later than one (1) month prior to the educational session. Cadcraft personnel will also during the performance of the Assignment be given the opportunity to participate in Cadcraft internal meetings and seminars, as well as to have mandatory holiday and contractual vacations.

3.2

If an employee of Cadcraft person who is engaged in the Assignment terminates his/her employment, is absent for sick leave for a long period of time, is summoned for military duty. requests parental leave or is absent for similar reasons, Cadcraft shall designate another appropriate employee to carry out the Assignment. If Cadcraft otherwise wishes to change personnel, this should be done only after consultation with the Customer.

 3.3

If Cadcraft wishes to hire a subcontractor to carry out any part of the Assignment, this shall be approved by the Customer, if deemed necessary. Regardless of the aforementioned, Cadcraft is free to hire other companies in the same company group as a subcontractor.

3.4

The Customer shall provide his / her own staff to the requisite extent.

3.5

The Parties undertake not to employ or actively work for the purpose of hiring a person who is or has been engaged by the other Party in the Assignment during the execution of the Assignment and for a period of 12 months after the completion of the Assignment.

 

4.Fees and prices

4.1

The price and renumeration for Cadcraft’s services can be found in the Agreement or in Cadcraft’s current price list, applicable from time to time.

4.2

Cadcraft is entitled to reimbursement of costs, etc. according to the principles set out below. The reimbursement rates follow from Cadcraft’s current price list, applicable from time to time.

4.2.1

Travel and subsistence allowances with amounts are charged per diem in accordance with the Swedish Tax Agency’s recommendations from time to time. Cost of accommodation / tickets etc. charged at the cost price. Overnight accommodation is avoided if possible and only if approved by Customer.

4.2.2

Travel time is charged according to the current price list and per started half hour. When travelling by car, a mileage allowance will be added.

4.2.3

If any work outside normal working hours is agreed upon, (see also section 2.7) overtime compensation is charged by x 1.50 times the standard fees for weekday evenings after 18:00 and by x 1.75 times the standard fees for weekends. This also applies to travel time.

4.2.4

For any expenses relating to the Customer’s liability to pay, the reimbursement shall correspond to self-expense with a reasonable surcharge for administration.

4.3

Unless otherwise stated in the Agreement, at each calendar year, Cadcraft is entitled to  change the agreed hourly rates and, if applicable, change fixed remunerations, in accordance with the changes under the SCB published Labor Cost Index for civil servants, private sector (LCI tjm), SNI 2007 Code J (Information and Communication).

4.4

Contractual prices and renumeration standards do not include VAT, customs duties, import duties or other taxes, fees or similar charges. Compensation for such levies will be added. 4.5 Support without a contract is charged per started half hour.  If the Customer has signed a support agreement, which are available at different levels with a maximum number of support hours that can be used, the Customer can use the support hours accordingly. Unused support hours are considered as used and cannot be transferred to the next contract period. Support hours that exceed the support agreement are invoiced unless a new agreement is signed with additional support hours.  In the case of support agreements, each case is rounded up to the nearest 15-minute interval.  

 

5.Payment terms

5.1

Unless otherwise agreed in writing by the Parties, the Customer shall pay compensation on an ongoing basis with the hourly fees and other remuneration as stated in the Agreement, to be invoiced weekly in arrears unless otherwise agreed. Payment obligation is not due to special approval from the Customer.

5.2

If the Customer is in delay with payment more than 30 days from Cadcraft requesting the Customer to pay, Cadcraft has the right to withhold the delivery of a product and/or performance, or part thereof, until full payment has been made or another agreement has been reached.

5.3

Cadcraft has the right to transfer the right to receive payment under the Agreement, without the Customer’s consent.

5.4

In case of late payment, a reminder fee of SEK 60 and default interest on late payment according to the interest rate act will accrue to the payment due.

5.5

Should the Customer, despite special reminder thereof, not pay outstanding debts, Cadcraft has the right to suspend its work until further notice and to obtain compensation for the resulting costs thereof. 

 

6.Intellectual property rights, ownership etc.

6.1

Ownership of systems, programs, documentation and the like, which are created and added in connection with the assignment and which the customer specially ordered and funded (“Results”), passes to the Customer, after the Customer has paid full payment, whereby the responsibility for the Results is transferred to the Customer. Unless otherwise instructed by the Customer, Cadcraft will retain a copy of the Result in order to fulfill contractual obligations towards the Customer and any future assistance to the Customer. Support, maintenance, updates or further development of the Results are not provided by Cadcraft  without a special agreement between the parties. Results which make up software may contain or require for its operation possession of Cadcrafts and/or, where applicable, third party software.

6.2

All rights, of whatever kind they may be, regarding systems, software, documentation, data, registry information and the like, which Cadcraft uses in the performance of the consultancy services or provides to the Customer during the procedure of the consultancy services, is and shall remain, property of Cadcraft. The Customer has no right, or claim, to such rights, unless otherwise agreed between the Parties.

Copyright to methods, software, systems, documentation and the like, not ordered and paid by the Customer but provided by Cadcraft, belongs to Cadcraft or, if applicable, third parties. The Customer may not use, multiply, transfer or exploit such property. Property, to which the right of use, license or other rights has been given specifically to the Customer, may be used, diversified, transferred or exploited by the Customer only under a written agreement entered into directly with the applicable third party and/or under Cadcraft License Agreement which can found at https://www.cadcraft.com/sv/cadcraft-eula/ or received by request.

6.3

The Customer shall hold rights and valid licenses to all software used by the Customer with Cadcraft´s software or used by Cadcraft on behalf of the Customer. All rights, of whatever kind they may be, regarding systems, software, documentation, data, registry information and the like, which the Customer provides Cadcraft, is and shall remain property of the Customer and Cadcraft shall have no right or claim to such rights. The Customer owns all data and information stored in the Customer’s system.

6.4

Cadcraft shall hold the right to the know-how which is obtained through the Assignment. 

6.5

Cadcraft reserves the right to ownership, where applicable, to delivered hardware or other products until full payment for the entire delivery has been received.

6.6

Cadcraft is responsible for the contractual use of software, systems, products or documentation developed and provided by Cadcraft under the Assignment does not infringe on third party patent, copyright or trademark law. The Customer is obliged to notify Cadcraft immediately if such infringement is alleged or may be feared.

 

7.Confidentiality

The parties may not disclose documents to third parties or otherwise disclose information about the activities of the other Party which may be regarded as business, trade or professional secrets or otherwise related to internal circumstances, other than required for the conduct of the Parties’ respective services under the Agreement. As confidential information, a statement which has already been generally known or legitimately obtained from third parties is not considered.

 

8. Support and remote services

8.1

If an agreement has been entered into where remote connection is part of the solution, the Customer must provide Cadcraft with access to the specific equipment. The Customer must provide Cadcraft with the safety rules and guidelines that the Customer requires to maintain the right level of safety. Cadcraft acts in compliance with these rules and guidelines. See also section 10.2.

8.2

The Contact person or User must have basic knowledge of the relevant software in the form of at least basic training in the software to which the problem applies. The training must be completed by Cadcraft or an Autodesk Authorized Training Center. Everyone who has this knowledge with the Customer has the right to use the Cadcraft Support Center.

8.3

Installation or upgrade of programs is not included in the support agreement, this also applies to service packages and dealing with threats on both Customer and server.

8.4

Support for Autodesk software applies only to current releases as well as previous releases in accordance with Autodesk policy. Currently the current year’s edition along with three (3) previous main editions.

 

9.Liability

9.1

Unless otherwise stated in the Agreement, Cadcraft has no project responsibility or project management responsibility. Cadcraft is responsible for the delivery of consultancy services  in accordance with paragraphs  2.1 and 2.2  above. Otherwise, Cadcraft does not hold any liability for consultancy services without special agreement between the parties. Cadcraft holds the same responsibility for the work of subconsultants as for its own work.

9.2

For a period of ninety (90) days from the delivery of the Result, Cadcraft warrants that the resulting medium is free from defects in material and workmanship under normal use and in respect of software, provided that the software is properly installed and used on the infrastructure and that the IT environment provided by Cadcraft essentially conform to the applicable specifications. Additional Result-warranties are not provided without a special agreement between the parties. 

9.3

Responsibilities and warranties of the software for which Cadcraft provide licenses are listed in the Cadcraft License Agreement, which can be found at:  https://www.cadcraft.com/sv/cadcraft-eula/.

9.4

Cadcraft’s liability only covers compensation for direct damages that Cadcraft has caused by negligence. Liability does not cover indirect damage, such as loss of profits or of savings, loss of production, loss of data, third party damages, consequential damages, loss of income or other general property damage. Cadcraft’s liability also does not cover damages or injury, caused by the Customer, such as failure and/or negligence to keep infrastructure/IT environment as required by Cadcraft, malfunction or deficiency of software, material, service, or task provided by the Customer, or defects or flaws resulting from interference or modification that the Customer has made in programs, equipment etc.

9.5

If Cadcraft is responsible for a certain delivery time, a penalty will be paid in case of delay.  The penalty shall, for each whole week as the delay lasted, correspond to 0.5 % of the calculation basis, but not more than at total of 10% of the calculation basis. If only a part of the delivery is delayed, the penalty shall be calculated on the part of the prices that relates to the part of the delivery that cannot be used due to the delay. The basis for calculating the penalty shall be Cadcraft’s initially agreed renumeration for the Assignment, but no more than the received renumeration for Cadcraft´s work in the past twelve calendar months prior to the delay. The Customer is not entitled to compensation or damages due to delay occurred in in excess of the stated penalty.

9.6 

If Cadcraft has supplied hardware or other equipment or system, or standard software, from a third-party supplier, Cadcraft does not in any respect take any longer liability than what such supplier can be held accountable for.

9.7

Cadcraft’s accumulated liability for damages, including penalty – if any, is limited to an amount equal to 25 % of a corresponding calculation basis as specified in section 9.5. Cadcraft is not obliged to reimburse any received remuneration in addition to the above-mentioned liability.

9.8

The Customer’s right to damages, penalty or other remuneration is forfeited if the claim for compensation has not been made in writing without delay and no later than three months from when the of the tort or delict were, or should have been, discovered. Cadcraft’s liability for hidden defects or otherwise is in all cases limited to hidden defects or circumstances discovered and pointed out for Cadcraft within six months after completion of the Assignment and, for Assignments that last for more than one year, after the effected Part of the Services has been performed.

 

10.Processing of personal data

10.1

In order to comply with and fulfill the Agreement, Cadcraft need to collect and process personal data from the Customer such as e-mail, contact person name. The data will be used in accordance with applicable data protection legislation to fulfill Cadcraft’s commitments to the Customer, for the service of information and for market and customer analysis and statistical purposes. For more information about how Cadcraft processes personal data and what rights the data subject has, please see Cadcraft privacy policy.

 

10.2

If the Customer processes personal data when using the Service, the Customer, or the customer of the Customer, is the data controller, while Cadcraft, and where applicable the Customer, is the data processor and the assistant respectively. Cadcraft undertakes to process personal data only in accordance with the Agreement and the Customer’s written instructions. Cadcraft’s handling of personal data on behalf of the customer shall be governed by a separate personal data processor agreement, and under the Agreement of the Parties. The Customer undertakes to appropriately ensure that the person whose personal data is included in the Customer’s data is informed that the Customer discloses it to Cadcraft.

 

10.3

In the event that a third party directs claims against Cadcraft due to the processing of personal data by Cadcraft in the Customer’s data, the Customer shall, provided that Cadcraft has fulfilled its obligations in accordance with the personal data processor agreement or sub-processor agreement, keep Cadcraft is fully indemnified from such claims.

 

11. Force majeure  

If the performance of Cadcraft’s services is prevented by any unforeseen circumstance beyond Cadcraft’s control, this shall result in Cadcraft being exempt from liability of damages, penalties and other penalties, and may also extend the applicable time for fulfillment of the Assignment. If, in such cases, the Assignment is substantially prevented for more than three (3) months, Cadcraft has the right to cancel the contract without liability.

 

12. Termination

12.1

The Customer has the right to terminate the Agreement if Cadcraft has committed a substantial material breach of the Agreement and despite a written notice not within a reasonable time rectified the breach. However, the Customer is not entitled to terminate the Agreement due to delay until Customer has been entitled to maximum penalty for delay. If the Customer has terminated the Agreement pursuant to this section 12.1, Cadcraft is entitled to compensation for performed work and incurred expenses, insofar as the results of Cadcraft’s work is used or can be used in a meaningful way.

12.2

Cadcraft has the right to terminate the Agreement if the Customer has committed a material breached the Agreement or if the Assignment is substantially altered or extended. Cadcraft will then be entitled to compensation for performed services, costs and loss of profit.

12.3

A Party has the right to terminate the Agreement, if the other Party has been declared bankrupt, initiated reorganization proceedings (sw. rekonstruktion), composition negotiations (sw. ackordsförhandlingar), cancelled payments or otherwise may be considered insolvent.

12.4

If the Customer has received full compensation as described above, Cadcraft is required to account for and to the Customer submit all documents prepared for the Customer on its behalf in the Assignment.

 

13. Disputes

13.1

Disputes arising from or in relation to the interpretation or application of the Agreement, shall primarily be settled by negotiations in good faith between the parties.

13.2

Disputes arising from or in relation to the interpretation or application of the Agreement shall be finally settled by the Swedish general courts and Gothenburg district court as first instance.

 

 

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