General terms and conditions for commissions and use of equipment and laboratory facilities

KARLSTADS UNIVERSITETS UPPDRAGS AB 

Karlstads universitets uppdrags AB (KUUAB) is Karlstad University’s wholly-owned subsidiary, founded by Karlstad University (Kau) to coordinate, sell, market and administer commissions and commissioned education. It also entails coordinating the use of equipment and laboratory facilities. KUUAB has the right to enter into agreements on behalf of Kau for these commissions.

1. DEFINITIONS

Agreement: legally binding agreement between Kau and the Client according to Section 2.

User: employee/subcontractor or any other individual who uses equipment or laboratory facilities on behalf of the Client.

Principal Agreement: quote, order or agreement.

Client: commissioner/purchaser of commission.

Parties: the Client and Kau via KUUAB.

Commission: commission or grant of use in accordance with the Principal Agreement.

2. VALIDITY

2.1 These General Terms and Conditions apply, unless otherwise stated in the Principal Agreement or other written agreement between the Parties. Such an arrangement must be formalised in writing, signed by authorised representatives of both Parties, and be attached to the Principal Agreement to be binding.

2.2 A binding agreement shall be deemed to have been concluded when the Client acceptance reaches KUUAB via the KUUAB order form or upon both Parties’ signature of the Principal Agreement.

2.3 Rights and obligations under the Agreement may not be transferred without written consent from an authorised representative of KUUAB.

3. COMMISSIONED EDUCATION IN PRACTICE

3.1 Kau is responsible for ensuring that commissioned education is carried out in a professional manner.

3.3 Kau has the right to replace staff with other staff members of equal skill sets when necessary. Kau also has the right to appoint a subcontractor to perform parts of the Commission.

3.4 Kau reserves the right to cancel or change the time and/or location of the Commission.

3.5 Significant changes to the Commission require a written agreement signed by both Parties. Kau is entitled to reasonable compensation for any additional expenses.

4. PAYMENT

4.1 The invoice must be paid within thirty (30) days from the invoice date. Outgoing taxes and other legislated fees may apply.

4.2 If a payment is overdue, Kau has the right to charge interest for late payment according to the Interest Act (1975:635).

5. CANCELLATION

5.1

• Commission totalling less than one price base amount: upon cancellations up to six (6) weeks prior to the start of the Commission, 50% of the fee will be charged. Upon cancellations made later than six (6) weeks prior to the start of the course/commission, the fee will be charged in full.
• Commission totalling more than one price base amount: upon cancellation, the fee will be charged in full.

5.2 Cancellation must be made in writing to KUUAB.

5.3 Kau/KUUAB is entitled to reasonable compensation for any costs related to the Commission incurred prior to cancellation.

6. COMPLAINTS

6.1 Complaints must be filed without delay and never more than thirty (30) days after the issue was discovered or should have been discovered. Complaints must be filed in writing to KUUAB and contain a description of the issue.

6.2 In the event of a complaint, Kau must wherever possible take action to rectify the issue. If the issue is rectified within a reasonable time frame, the Client is not entitled to reimbursement, price reduction, damages or similar compensation. If the issue can be rectified but is not resolved within a reasonable time frame, the Client is entitled to a price reduction that is fair with regard to the nature of the issue.

7. LIABILITY FOR DAMAGE

7.1 The Client is responsible for any material damage caused by either the User or the Client. The Client is responsible for ensuring that the User is covered by applicable insurance, including occupational injury insurance, throughout the duration of the commission.

7.2 Kau is responsible for material damage caused by the User or the Client only to the extent that the Client can demonstrate that such material damage occurred as a result of clearly incorrect or omitted instructions from Kau staff. 

7.3 The Client’s right to damages or other compensation due to material damage or personal injury is forfeited unless a claim for compensation is submitted in writing to KUUAB without delay and never later than three (3) months from when the damage was discovered or should have been discovered.

7.4 Kau is not liable for the commercial usefulness of the information provided or the results of the Commission, nor for property damage, financial loss or any other damages arising from the Client’s use of such information or results.

7.5 The liability for damages of Kau and KUUAB is limited to loss or damage caused by intent or gross negligence, and does not cover indirect losses, such as loss of profit, loss of production, intellectual property loss, infringement of third-party rights, consequential damages or any other general economic loss. The total liability of Kau and KUUAB can never amount to more than the agreed-upon fee for the commission, and no more than SEK 1,000,000.

8. TERMINATION OF AGREEMENT

8.1 In the event of a material breach of contract by Kau, the Agreement may be terminated. Firstly, however, a complaint in accordance with Section 6 must be filed, and Kau must be given a reasonable amount of time to address the potential breach of contract.

8.2 In the event that the Client wishes to terminate the Agreement, a notice of termination must be sent to KUUAB, stating why the Agreement will be terminated/explaining the particulars regarding the material breach of contract.

8.3 Kau has the right to terminate the agreement with immediate effect if:

• There is a significant change in the ownership structure concerning the Client or the Client’s business.
• The Client is insolvent, has cancelled payments, becomes subject to debt restructuring, has entered composition proceedings, or entered into liquidation.
• The Client is in material breach of contract.

In such cases, Kau has the right to reclaim any and all material delivered to the Client and any and all copies.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Unless otherwise agreed in writing between the Parties, the following apply. 

If the Commission solely involves the granting of rights to use equipment, the Agreement does not entail any transfer of intellectual property rights between the Parties. 

If the Commission results in the creation of intellectual property, the rights to such intellectual property shall belong to the individual(s) who generated it. Results generated jointly shall be jointly owned.

9.2 Kau has the right to, in academic contexts, disclose all results and to use all results for further research and education.

10. CONFIDENTIALITY

10.1 The Client is aware that Kau’s operations are subject to the principle of public access to official records, and that confidentiality may only be restricted in accordance with the provisions of the Public Access to Information and Secrecy Act.

10.2 As a general rule, the Parties must maintain mutual confidentiality regarding any information obtained about each other’s operations and working methods, and must ensure that their employees are bound by the same obligation. The same obligation applies to information relating to the activities within the collaboration.

10.3 The obligation of confidentiality does not apply to information which:

• was already known to the receiving Party at the time of receipt,
• is or becomes publicly available or known without breach of this obligation,
• is lawfully obtained by the Party from a third party not bound by a duty of confidentiality,
• or must be disclosed pursuant to a legal obligation or by order of a court.

11. PERSONAL DATA

11.1 Kau is the data controller of the processing of personal data that takes place as part of the University’s activities. To be able to carry out the agreed Commission, KUUAB processes personal data on behalf of Kau.

• Information about the processing of personal data and contact details (in Swedish)

12. DISPUTE RESOLUTION

12.1 The Parties should first and foremost strive to reach a mutual agreement. Disputes regarding the interpretation or application of these provisions or other agreements between the Parties and related legal relations shall be resolved by the general court with Värmland District Court as the first instance. If the Client is a government agency, the dispute must instead be resolved through negotiations between the agency heads.

13. GROUNDS FOR EXEMPTION

13.1 If any of the Parties’ commitments pursuant to the Agreement are impeded or obstructed by circumstances beyond the Parties’ control, this is considered grounds for exemption, which allows for a delay and exemption from liability for compensation. If the completion of the Agreement is materially hindered for more than six (6) months because of the aforementioned circumstances, both Parties have the right to terminate the Agreement in writing without liability for compensation.