Consulting agreement
- Agreement date
- 2026-07-16
1. Parties
This consulting agreement (the Agreement) is entered into between:
- Client
- Kund AB
- Registration number
- 556688-4321
- Address
- Kundvägen 2
222 33 Malmö - Contract email
- avtal@kundab.se
- Supplier
- Nyttio Demo AB
- Registration number
- 556799-1234
- Address
- Storgatan 1
111 22 Stockholm - Contract email
- avtal@nyttio.se
Each is a Party and together the Parties.
2. Background and purpose
The Client wishes to engage the Supplier for consultancy services. This Agreement sets out the general terms. An individual assignment becomes binding when the Parties approve an assignment schedule or call-off in writing.
3. Definitions
4. Contract documents and order of precedence
In the event of conflict, written amendments, the assignment schedule, any data processing agreement, security schedule, this Agreement, and other appendices apply in that order. Standard terms apply only if expressly accepted by both Parties.
5. Nature of the Assignment
The Assignment is a resource assignment in which the Supplier provides time and expertise without guaranteeing a particular business outcome.
- Assignment description
- Consultancy services in business development, systems support, and project management as set out in an approved assignment schedule.
- Deliverables and acceptance criteria
- Ongoing advice, documented recommendations, and the deliverables stated in the assignment schedule. Deliverables-based assignments are accepted against express acceptance criteria.
6. Direct consultancy and subcontracting chain
The Client is the end customer and direct recipient of the Services and Deliverables. The engagement is a direct consultancy without a commercial intermediary.
7. Independent contractor
The Supplier is an independent business and is responsible for management, taxes, social charges, insurance, and employer obligations. This Agreement does not create employment, partnership, agency, or authority to bind the other Party. The Parties shall also act consistently with this allocation in practice.
8. Swedish Agency Work Act
Before commencement, the Parties shall assess whether the Swedish Agency Work Act (2012:854) applies and document responsibility for monitoring applicable time limits and information duties. This clause does not constitute a warranty that the Act does or does not apply.
9. Consultants and staffing
The following Consultant or key person shall primarily perform the Assignment:
Anna Andersson - Senior consultant
Replacement of key personnel requires the Client's reasonable approval. The Supplier is responsible for onboarding and handover without unreasonable cost to the Client.
10. Subcontractors
The Supplier may engage further subcontractors only with the Client's prior written approval and remains fully responsible for their work.
11. Performance of the Assignment
The Supplier shall perform the Assignment professionally, diligently, loyally, and in accordance with applicable law and reasonable documented instructions. The Supplier determines its working methods within the agreed requirements and shall promptly report risks and impediments.
12. Client cooperation
The Client shall timely provide the information, access, decisions, and resources reasonably required. Delay caused by missing cooperation entitles the Supplier to a reasonable extension and reimbursement of evidenced additional cost.
13. Changes
Changes to scope, requirements, staffing, schedule, or price must be documented and approved by authorised representatives before implementation. In an urgent risk situation, the Supplier may take proportionate protective measures and shall immediately inform the Client.
14. Delivery and acceptance
Ongoing work in a resource assignment is not subject to formal acceptance unless a specific deliverable is expressly made subject to acceptance in the assignment schedule.
15. Time reporting and approval
For time-based fees, the Supplier shall provide itemised time records. The Client shall object in writing without unreasonable delay and identify the disputed entry. Approval verifies the invoice basis and does not waive other rights.
16. Working time, availability, and location
The Assignment is performed during the period 2026-08-01 - 2027-01-31 at Remote and at the Client's premises as agreed. Any stated scope is an estimate and does not constitute a volume guarantee for either Party. The Supplier plans the work subject to agreed meetings, security requirements, and dependencies.
17. Fees
The fee is an hourly rate of 950 SEK. VAT is added at 25 %. The fee includes normal costs of performing the Assignment unless otherwise stated.
18. Travel, travel time, and expenses
Travel and expenses are reimbursable only with prior written approval and supporting documentation.
19. Invoicing and payment
Invoices are issued monthly in arrears. Invoices shall include the agreed reference, period, itemisation, and supporting documents. Payment terms are 30 days from the date of a correct invoice. Late payment interest accrues under the Swedish Interest Act.
20. Confidentiality
The receiving Party may use Confidential Information only for the Agreement, shall restrict access to persons with a need to know, and protect it through appropriate technical and organisational measures. Exceptions apply to information demonstrably public, previously known, independently developed, or lawfully received. Legally required disclosure shall, where possible, be preceded by notice. Confidentiality applies during the Agreement and for 5 years thereafter.
21. Information security
The Supplier shall maintain risk-appropriate access controls, authentication, backups, patching, logging, and incident procedures. A security incident that may affect the Client shall be reported without unreasonable delay, including known impact and actions taken.
22. Personal data
The Parties do not expect the Supplier to process personal data on the Client's behalf. If this changes, the roles shall be documented before processing begins.
23. Client Materials
The Client is responsible for ensuring that materials and instructions provided to the Supplier may be used for the Assignment. The Supplier may use them only for the Agreement and shall return or delete them on request, except for mandatory retention and ordinary backups.
24. Intellectual property rights
Title and all assignable intellectual property rights in specifically created Deliverables transfer to the Client upon full payment. The Supplier retains its Background Materials and grants the licence required to use the Deliverables.
25. Third-party infringement
The Supplier warrants, to its knowledge and reasonable control, that the Deliverables do not infringe third-party rights. The Client shall promptly notify the Supplier of claims and allow it to control the defence. The Supplier may modify or replace the Deliverables or refund the affected fees if continued use cannot reasonably be secured.
26. Defects and remedies
The Supplier shall, without unreasonable delay and at no additional charge, remedy material deviations from express requirements reported within a reasonable time. This does not apply to defects caused by Client Materials, unauthorised changes, misuse, or environments beyond the Supplier's control.
27. Delay
A Party anticipating delay shall promptly state the cause, impact, and mitigation. For material Supplier delay, the Client may require cure and, after a reasonable additional period, terminate the affected part. The Supplier is not liable for delay caused by the Client or an excusing event.
28. Liability and limitation
A Party is liable for proven direct loss caused by breach. Neither Party is liable for indirect loss, lost profit, revenue, goodwill, or data, except for wilful misconduct, gross negligence, or where limitation is prohibited by law. Each Party's aggregate liability is limited to Fees paid during the preceding twelve months. For breach of confidentiality, data-protection obligations, and intellectual-property infringement, the special cap is 2 000 000 SEK.
29. Insurance
During the term, the Supplier shall maintain customary and adequate business and professional liability insurance appropriate to the Assignment and provide evidence on request.
30. Work environment
Each Party is responsible for its employer and work-environment duties. For work at the Client's or End Customer's premises, the Client shall communicate local risks and rules, while the Supplier shall ensure compliance and reporting of risks.
31. Compliance and conflicts of interest
The Parties shall comply with applicable anti-corruption, sanctions, export-control, competition, and non-discrimination laws. The Supplier shall promptly disclose actual or potential conflicts of interest and shall not offer improper benefits.
32. References and marketing
Neither Party may use the other Party's name, trade marks, or the Assignment in marketing without prior written approval.
33. Direct contact, recruitment, and non-circumvention
During the term and for 12 months thereafter, the Supplier shall not circumvent the Client by contracting directly with an End Customer introduced through the Assignment. The restriction applies only to the extent reasonable.
34. Force majeure
A Party is excused from failure caused by circumstances beyond reasonable control that could not reasonably have been foreseen or avoided. It shall promptly notify the other Party and mitigate the effects. If the impediment lasts more than sixty days, the other Party may terminate the affected part without damages.
35. Framework agreement term
The framework agreement continues until terminated on 3 months' written notice.
36. Assignment term and ordinary termination
The Assignment term is 2026-08-01 - 2027-01-31. Unless the assignment schedule states otherwise, the Assignment may be terminated on 30 days' written notice. Termination of the framework agreement does not automatically end an ongoing Assignment.
37. Early termination
A Party may terminate the Agreement or affected Assignment for material breach not cured within thirty days after written notice, or if the other Party enters bankruptcy or restructuring, ceases business, or lacks required authority. Immediate termination is permitted where cure is meaningless.
38. Consequences of termination
The Client shall pay for conforming work and approved costs through termination. The Supplier shall orderly hand over completed and ongoing Deliverables, return materials, close access, and provide reasonable transition assistance at agreed rates. Provisions intended by nature to survive remain in force.
39. Audit and records
A Party shall retain relevant contract, invoice, security, and compliance records during the term and thereafter as required by law and reasonable limitation needs. For a specific and reasonably grounded review, the other Party may request relevant documentation on reasonable notice, excluding other customers' confidential information.
40. Assignment of Agreement
Neither Party may assign the Agreement without the other Party's written consent, not to be unreasonably withheld. Assignment within a group or with a business transfer is permitted on written notice if the assignee can perform the obligations.
41. Notices
Formal notices shall be sent in writing to the contract contacts avtal@kundab.se and avtal@nyttio.se. Termination notices shall use a method that provides evidence of sending and receipt.
42. Entire agreement
The Agreement constitutes the entire agreement on its subject and supersedes prior oral and written representations. Amendments and waivers must be written and approved by authorised representatives. Failure to act is not a waiver.
43. Severability
If a provision is invalid or unenforceable, the remaining provisions continue in effect. The Parties shall replace it with a valid provision that as closely as possible achieves its commercial purpose.
44. Governing law
The Agreement is governed by the substantive laws of Sweden, excluding its conflict-of-laws rules.
45. Disputes
Any dispute shall be determined by the Swedish courts, with Stockholms tingsrätt as the court of first instance.
46. Signatures
The Agreement has been executed electronically or in two counterparts. The authorised representatives confirm that they have read and accepted it.
