General Conditions of Contract FOR CONSULTING AGREEMENTS FOR ARCHITECTURAL AND ENGINEERING ASSIGNMENTS FOR THE YEAR 2009 = ABK 09 These conditions of Contract and the accompanying commentaries have been prepared by the Construction Contracts Committee ("BKK"). Member organisations of BKK: BYGGHERRARNA ‘THE SWEDISH CONSTRUCTION CLIENTS FORUM ELEKTRISKA INSTALLATORSORGANISATIONEN THE SWEDISH ELECTRICAL CONTRACTOR'S E10 ASSOCIATION (E10) FASTIGHETSAGARNA ‘THE SWEDISH PROPERTY FEDERATION FORTIFIKATIONSVERKET THE SWEDISH FORTIFICATIONS AGENCY HSB FIKSFORBUND ‘THE HSB NATIONAL ASSOCIATION ISOLERINGSFIRMORNAS FORENING, IF THE SWEDISH ASSOCIATION FOR COMPANIES IN Wien Genin Avera @acnantierKYL 8 VARMEPUMPFORETAGEN uv RIKSBYGGEN STATENS FASTIGHETSVERK ‘SVENSKA TEKNIK & DESIGNFORETAGEN SVENSK VENTILATION SVERIGES ALLMANNYTTIGA BOSTADS- FORETAG, SABO ‘SVERIGES BYGGINOUSTRIER 'SVERIGES KOMMUNER OCH LANDSTING ‘TRAFIKVERKET WS FORETAGEN ‘THE REFRIGERATING CONTRACTOR'S: [ASSOCIATION [AIR NAVIGATION SERVICES OF SWEDEN, LFV IKSBYGGEN, THE CO-OPERATIVE HOUSING ‘ORGANISATION OF THE TRADE UNIONS THE NATIONAL PROPERTY BOARD SWEDEN ‘THE SWEDISH FEDERATION OF CONSULTING ENGINEERS AND ARCHITECTS ‘THE SWEDISH ASSOCIATION OF AIR HANDLING INOUSTRIES THE SWEDISH ASSOCIATION OF PUBLIC HOUSING COMPANIES (SABO) “THE SWEDISH CONSTRUCTION FEDERATION (81) THE SWEDISH ASSOCIATION OF LOCAL AUTHORITIES AND REGIONS (SALAR) ‘THE SWEDISH TRANSPORT ADMINISTRATION ‘THE SWEDISH ASSOCIATION OF PLUMBING AND HVAC CONTRACTORSCONTENTS Foreword Definitions and notes Chapter 1 Chapter 2 Chapter 3 Chapter 4 Chapter 5 Chapter 6 Chapter 7 Chapter 8 Chapter 9 Chapter 10 ‘Scope Implementation. Organisation . Times. Liability . Remuneration, payment and cancellation ... Right to the result of the assignment. Termination... Dispute resolution. ‘Simplified dispute resolution. ©Ceonse 14© 2009, 2011 AB Svensk Byggtjanst and Foreningen Byggandets Kontraktskommitté, BKK Printer: Intellecta Infolog, Solna 2011 ISBN 978-91-7333-484-6Preface Those goneral conditions are intended for use in architectural and engineering cconsuting assignments. The conditions may be used within all technical areas {rom the intial concept phase to nal detaled design during the exacuion phase. The conditions may alo be sed for other types of consulting assignments, for example diferent types of studies, project management, site supervision and inspection In the formation of ABK 09, one ofthe goals has been that the conditions shall ‘provide prerequisites for high quality i te resto te assignment. This requires ‘tat the Client and the Consultant have a consistent understanding of the objec- ‘we of tho assignment, tho Scope and the quality level of tha fnished Object. The nature of consulting assignments requires that the Contract be clear as to what 's Included in the assignment. te prerequisites forthe assignment and the forms wth respect tothe implementation of the assignment {n view of the complexity that often characterises consuting assignments, good communication and collaboration in the implementabon of the assignments is necessary. Thorelre, the parties should find ways to maintain a continuous da logue and, within the framework ofthe general duty of good faith, demonstrate feuitenn ant eibis teaienaiiaies{mn order to taciitate the use of the document and, as tar as possible, create con- sistency among the standard corracs, ABK 09 has boon adapted fo he structure ‘sed fr the corresponding documents in the construction fal, AB O4 and ABT (06. Among the areas that have received particular attention dting the revision process and where greater cantly has beon sought. ae labii issues and issues, ‘elated to the ight to use the resuit ofthe assignment. ‘Through so-called adaptable conditions, ABK 09 has let it open for the parties to ‘2 on a diferent regulation than thal set orth in ABK 09, These ae indicated by the words “unis otherwise agreed” the equivalent. Sections that contain ‘adaptable conditions are marked with an *. Other conditions are so-called fed conaitions ‘Commentaries and notes tothe definitions sal serve as guidelines in conjunction ‘ih the application and intarprtaton of the conditions. | ABK 09, tho term “negligence” has replaced the phrase “negigonce or omission” in ABK 96. In essence this represents no change. Wen negotiating ABK 09, the objective has otherwise been to frame the condi tions n'a manner appropriate in extent and also trom an overall industy perspec tivo. to reconcile the interests of Cents and Consultants in conjunction wa th implementation of arcitectral and engineering consulting assignments. ABK 09 is premised on a reasonable balance between rights and obligations, wich aims forthe optimal allocation of nancial risk between the parbes. Therelore, changes. to these conditions shal be avoidedDefinitions and notes ‘Amendment lo ABK: Special regulation of fixed condition, ‘Amendment of Assignment: Changes or additions that alfect the scope of, oF the ‘ime schedule for, the assignment. Amendment also includes part ofthe assign ‘ment being removed. Budget: Cost assessment related to the Consuktant's work “A Buago propared in corwuncton with the varlatse fe remuneration form, usa ‘based on the te estimated to be expended on the assignment. The cost assess ‘ment shall be professionally perormed and based on tre prerequsies prowced By the Client However isnot bing, which moans thal the Consul oes not ‘et th ht pra uv on he onc tha Bet has oon exceded Unless otherwise indeated, “Budget pice’ means the same as “Budget ‘Assignment Confirmation: Document prepared by the Consultant, which demon: strates the scope and other terms and conditions for the assignment, ‘Contract: Document signed by the parties, which demonstrates their agreement ‘Examples of Contracts are ~ in adn to a document wich i ented Contract — mutes of agreement and witten purchase orders whach have been Sgned by the | «pater oul ote donee eeeraneaenee:Contract Documents: The Contract together with the documents which are at- ‘ached thereto or which are relerred ton any of these as applicable tothe assign ment. Where the partes have not prepared a Contac, she documents that demon the partes agreement are oemed to be Contract Documents {In Wing: information that can be read and stored. ‘Examples of methods of transmission of such information inchide post. fax, and emai, (Object: The final physical result based on the Consultant's design. ‘The Object is usually a busing acy or part thereat ‘Onder: Document prepared by the Client that demonstrates the scope and othr terms and conditions forthe assignment. Other Consuftant: Anyone who is also performing a consulting assignment for the Cont within the project. ‘Payment Schedule: Document prescribing the timing in which payment is to be made. Price Base Amount: Prica Base Amount pursuant to the National Insurance Act (SFS 1962:381). ‘Sub-Consuttant: Anyone who, within the assignment, performs a consulting ‘assignment forthe Consuitant, ‘Tender Documents: The documents that the Client provides forthe preparation of the tender.Chapter 1 ‘SCOPE The following applies with respect to an assignment specified in consultation Section 1 between the partes. Belore the assignment is otherwise commenced, the Consultant shall, after ‘consultation withthe Client, clarity: the scope of the assignment and the level of quaity forthe Object; the form and level of detail for presentation of the assignmont ; CC the form of compensation forthe assignment, and inthe case of variable fees prepare a Budget the right, i any, to use documents prepared within the scope of the assign- ment, beyond that whichis stated in Chapter 7, section 1; {© whether the Consultant shall archive documents and, f 80, in which manner. Where the parties are unable to reach an agreement in consultation, eithor party ‘may discontinue the assignment. The Consultant is thereupon entiled to reason- _able remuneration for work performed during the assignment. ‘The result ofthe consultation shall be documented in a Contract, Order or Assign- ‘ment Confirmation. Where there are addtional documents that dot the assign ‘ment, these shail be ranked in relevant parts in accordance with section 2.Commentary to Chapter 1, section 1 The wording *.. before the assignment is otherwise commenced .."in the second paragraph means that the work of the assignment may have commenced prior to ‘the specification ofthe assignment. To the extent that such work is performed and the assignment thereafter is cancelled before the parties have agreed on the det- ‘nile assignment, the Consultant is ented to reasonable remuneration for any work performed. The following applies to an assignment defined in the Tender Documents. The scope of the assignment is determined by the Contract Documents. The Con- tract Documents supplement each other unless circumstances indicate otherwise. lt the Contract Documents contain contradictory information, the documents shall bbe applicable in the following order unless the circumstances clearly indicate acne‘Conwract: ‘Amendments fo ABK 09 that are included in a separate compilation; ABK 09; Order: ‘Assignment Confirmation; Tender; Tender Documents; Other documents, |W contradictory information or instructions appear in the Tender Documents, the Information or instructions that resull in the lowest cost for the Consultant shalt apply, unless circumstances indicate otherwise. ‘Commentary to Chapter 1, section 2 Where an assignment is defined in Tender Documents its a prerequisite that the fenderers have received complete and unambiguous Tender Documents, which, _among other things, include information on the use of the result ofthe assignment ‘beyond that which is stated in Chapter 7, section 11 the Client includes conditions in the Tender Documents (administrative instru ‘tons or the equivalent), which differ from those contained in ABK 09, so-calio ‘special regulations, they must be clear in order to prevail over ABK 09. For bot {xed conctions and adaptable conditions (see the Preface) a special reguiatio {ulits the requirement of clarity provided the special regulation is per se clear an is set forth n an appropriate place. In order for an amendment of fixed condivo 10.be deemed to be clear, t must also be referenced in a compilation of change in relation to ABK 09 in the Tender Documents (administrative instructions or th ‘equivalent. Such a reference shal indicate where in the Tender Documents suc ‘change is found. Chapter 2 IMPLEMENTATION ‘The Consultant shail implement the assignment in a professional manner and wit ‘due care and also olherwise observe sound professional practices,Commentary to Chapter 2, section 1 ‘The requirements forthe Consultant include, among other things, the obligato 1, a5 a resut of cumstances which arise during the implementation of the ‘signment, verly data and supplement reports which the Cient has provided ‘such cases, the Consultant shail inform the Client about the consequences ar ‘request clariicaton of the assignment in he affoctod part. f tho prorequistes f {he assignment change, Chapter 6, section 3 may be applicable, The requirements mean that the Consultant shall accommodate the Cir’ int fest whan a product or solution is proposed. For example, the Consultant may no in connection withthe assignment, recetve remuneration in any form (rom anyon ‘ther than the Client without the Cent's cansent. The Consultant shal also infor {the Ciont about, for example, Kcensing fees and royales which, according tot {knowledge ofthe Consultan, the Cont may be required to pay 10 suppor ‘others as a result ofthe Consultant's work \Winin the rame of sound professional practices, the Consultant is obliged to ot serve customary confidentiality with respect tothe information the Consuttant re Cceives through the assignment regarding the Client's business and the assigr ‘ment. n the event that the Cent desiggs additonal confidently, this must b agreed separatelyimplement the assignment. The Chent shall deliver these documents 10 th Constant. In adkdtion, the parties shall otherwise keep each other informed of circumstance that may be considered to be of importance to the assignment. ‘The Consultant shal, so agreed, establish a plan for quality and environment ‘management for the assignment and implement its undertakings in accordanc ‘wath the plan 1, despitonotiicaton, the Consultant does not full ts obligations in accordanc with the established plan for quality and environmental management, the Cle ‘may take reasonable measures at the Consultant's expense,‘CHAPTER 2 IMPLEMENTATION. Unless otherwise agreed, the assignment includes obtaining the statements of Section 4° pinion, approvals and permits which are necessary for the assignment to be performed in accordance with applicable statutes. ‘The Client shall clarity how and to whom information, data and documents shail Section 5 be presented during the assignment, ‘The Consultant may not without the Client's consent release documents to con- ‘tractors or other parties forthe performance ofthe Object to which the assignment relates. The Clients approval does not discharge the Consultant from lability for data, the Sectign 6 ‘results of investigations or technical solutions. However, the Consultant shall be discharged from Kabilty where the Consultant [proposed or presented technical solutions which the Consultant deems to be as- ‘sociated with particular risks and the Client approved the solutions. Al the request of the Consultant, the Client shall provide an answer in such matiers of approval.Commentary to Chapter 2, section 6 1 the Consuitaet proposes or presents a technical solution, which the Consultant ‘dooms 10 be associated with particular risks, the demand for professionalism ro- ‘quires that the Consultant notty the Client of these and of the advantages and disadvantages that exit Uniess otherwise provided by statute, the Consultant is entitled and obliged 10 perform the changes fo the assignment ordered by the Client during the assign- ‘ment period, provided that these are immediately connected with the assignment and are not of a substantially diferent nature.‘Commentary to Chapter 2, section 7 ‘Public procurement is governed by regulations, which in certain situations mean ‘that the Chent is not entiled, without a new procurement, fo allow the Consultant to perform additonal work The Consultant shail without delay notity the Cent in Writing ofthe need for work {hat isnot included in the assignment or the need for new or amended instructions, 11 the Clint requasts work thatthe Consultant considers to be outside the scope ofthe assignment, the Consuftant shall witout delay and atthe latest before such ‘work commences, notiy this In Waiting tothe Client. ‘Commentary to Chapter 2, section 8 The time limit “without delay” allows for adjustment inthe individual case. A def- nite time inst is not possiéve lo impose rather this requires a balance between the ‘requirements thatthe Client be given the time necessary to consider the Consult- ‘ants notification and, at the same time, tho Consultant's performance of the as- Signment is not delayed. It may be appropriate that @ particular Issue isnot notied and dealt with until a design meeting @ week or so alter the issue arose for the Consultant while, for example, an issue that has an immediate connection with “ongoing production should be notiied immediately.[CHAPTER.3 ORGANISATION ‘Work performed without an Order or which has been performed without nati tion made pursuant to secton 8 does not entitle the Consultant to remunerat unless such a consequence would be unreasonable under the crcumstancos. ‘Commentary to Chapter 2, section 9 ‘The exemption may be applicable, for example, where the Consuitant must t immediate measures or where the Clint know oF should have known thal | ‘requirement is not a part of the previously agreed upon assignment. I, bolore the Object is completed, the Client intends to deviate from the Cons fants recommendations oF instructions regarding a matior of Importance, # Client shail give the Consultant the opportunity to provide information regard the consequences a planned deviation may aptalChapter 3 ORGANISATION Each party shall appoint a representative for tho assignment. The representa ‘oF a person designated by the representative, is authorised 1 represent their pr ‘pal wth binding eflect in financial and other issues related tothe assignment, ‘The Consultant may accept or acquire instructions regarding the assignment on from persons appointed by the Cient. &‘The parties shall prosont the project organisation that is of material sigificance t {he assignment. Changes to the project organisation may be made only al ‘consuttation between the partis. ‘The Consultant may not replace personnel of material significance forthe assigr ment without the consont of the Cent. Such consent may not be denied i th teplacement has at east equivalent competence and is otherwise appropiate the assignment. ‘The Consultant may not engage a Sub-Consultant without the consent of th ‘Ghent except in cases of tasks of a routine nature or of minor importance. Betore the Cliont appoints Other Consultants, with whom the Consultant sha ‘cooperale, the Consultant shall be given the opportunity to provide poins-of-viev Unioss otherwise agreed, the Cent shall be responsible for coordinating the Con ‘sultant’ work, the work of any addtional contractual partners ofthe Client and t ‘Clients own work. The Client's responsibilty to coordinate such work shall nc limit the Consultant's obligation to acquire the necessary information for th Consutant’s own work. ‘A party isnot entited, without the other party's consent, to transfer the Contract ‘a third party, ifthe transler is of considerable importance to the othor partly.‘Commentary to Chapter 3, section 5 {In conjunction wih public procurement, the Consultant transfer of the Contract to another Consultant may De considered to be a substantial change to the Contract, ‘hich is 904 allowed under procurement regulations. ‘Mootings shall be held and documented to the extent agraed by the parties. The parties are obligated to participate in such meetings and to be represented by an authorised person. The requirement In Writing between the parties is satisfied through a notation in the minutes of meeting. & ‘Commentary to Chapter 3, section 6 At the commencement of the assignment, a startup meeting should be held where the parties clarify issues of authonty, exchange of infoomation and other ‘ssues of mportance forthe parties’ cooperation. ‘CHAPTER 4 TmChapter 4 TIMES. ‘At the Clients request, the Constant shal draft a proposal forthe tine schedule, Section + which after agreement shall apply tothe assignment. Tho Cent shall provide basic data for the proposal ‘The Consuant shall adhere tothe time schedulo. The Cient silat provide basic data, review documents received and provide answers so that the time schedule can be adhered to “The Constant is entitled to an extension of time if the Consultant is delayed due Section 2 {to ciccumstances which the Consultant has not caused and the effects of which the Consultant could not reasonably have eliminated. A party who becomes aware of circumstances that may entail a change ofthe time Section 3 ‘schedule shall notify the other party in Writing without delay.ta party does not submit such a notification, the party may not plead the circum- 1nC¥S unless the other party realised or should have realised the circumstances that they affect the time schedule Following notice, the Consultant shall daft a proposal forthe change to the time ‘schedule as the circumstances dictate. {tthe Client requests a change in the time schedule or thatthe work shall be sus- Section 4 ‘pended for a certain period of time or accelerated, the Consultant Is entiled 10 reasonable remuneration for additonal costs pursuant to chapter f, section 3. Uniess otherwise agreed, the assignment is completed when the results of the Section S* assignment have been presented in the manner agreed by the parties.‘The Consultant is lable to the Cit forthe work of Sub-Consultants as if it were the Consultant's own work. The same applies to work that has been performed by ‘ther persons engaged by the Consultant ‘During the period of assignment and the time as specified in section 2, the Con: Suitant is obigod to recy ecros in the documents provided by the Consultant at the Consultan's own expense provided that this does not cause the Consultant lnconveniences and costs that are unreasonably high in proportion tothe signi- cance of the extor to the Chant. A demand to rectify erors must be made by the Client within a reasonable ime after an error is discovered or should have been iscovored. If tho demand is made laiér, the Client shall bear the additional cost incurred by the Consultant as a result of the late notiication, “The error shall be rected within a reasonable time alter the Ciient has given the Consultant the opportunity to do $0. an error is not recited notwithstanding the ‘Consultants obigation 10 do so, the Cilent is entitled to recy the error at the Consultant's expense,In order fora claim for damages to give rise to aright to compensation, it must be ‘made In Wrting within three months after the Client has reasonable grounds to ‘assume that the Consultant is lable forthe damage, but no later than nine monits after the Client became aware of the damage. In addition, the claim must have ‘been presented within the labilty period as stated in secton 2, 8 Notwithstanding the above, a party may, by way of set-ofl, make calms for kqui- dated damages or other damages pursuant to Chapters 4 and 5 within one month after the other party has made a claim for damages with respect to the assign ment. “The Client may not, as security for a claim for damages, withhold payment tothe CGonsutant in an amount greater than one times the Price Base Amount afer the ‘Consultant, through writian confirmation from his insurer, has demonstrated that the insurance covers the liability for damages which may be imposed on the ‘Consultant. Section 7 Section 8Commentary to Chapter 5, section 8 In accordance with section 10, the Consultant is obliged to have professional i ‘demnity insurance. The requirement that the Consultant's insurer shail obntim that the insurance covers the Kabity for damages that may bo imposed on the Consultant means only that the insurer must confirm that the claim for damages per se is covered by the professional indemniy insurance, Mis assumed that the Cent will not withhold remuneration without having reason- able grounds to believe thatthe Consultant is lable forthe damages. Insurance Documents and computer media stored by the Consultant shall be insured by him {for an adequate amount ‘The Consultant shall subscribe for, and during the labity period maintain, profes: sional indemnity insurance for an amount corresponding to the agreed lability for {damages. Uniess otherwise agreed, the excess shall not exceed one times the Price Base Amount Section 9 Section 10“ApTER s LIAB” sry tion 7 Delay Liquidated damages may be agreed for exceeding a specified deadline for delv- ‘ry of the entire or part of the assignment. Where the Consultant excoods this deadine and is not entitled to an extension of time, the agreed liquidated dam- ‘ages shall be pad I iquidated damages have not been agreed, the Consultant can be table for dam- ages for the delay. Such damages are limited to the amount of the fee, however not exceeding ten limes the Price Base Amount. Where liquidated damages have been agreed, the Consultant is not obliged to pay for other damages forthe delay. It delay has arisen that forms the grounds for liquidated damages as the una- \oidable consequence of another delay that forms the grounds for iquidated dam- ages, the aggregated liquidated damages shallbe adjusted toa reasonable extent. ‘The Cent's right to damages or liquidated damages pursuant to section 6 i for felted if a claim for compensation is not made In Writing witin at least three ‘months altar the assignment has been completed or otherwise has come to an end,Chapter 5 ABILITY ability for damages, etc. ‘Subject to tho limitations below. the Consultants abe for damage the Consultant thas caused the Ciient through lack of professionalism, dsregard for customary ‘v0 care or other negligence Inthe implementation ofthe assignment. Where the CGtent has shown that damage has occurred and has made ikely that the | 's due fo an error inthe Consultants documents oran omission by the the Consultant must show that the Consultant isnot abo forthe damage in order to exempt itsel trom lability.ection 2 ection 3 ‘Commentary on Chapter 5, section 1 The damage covered by the condition need not consist of property damage but ‘may aiso concern, for example, financial damage. |n accordance with general legal contractual rules, there is an obligation for the ;party suffering the damage to minimise the damages. In ight of this, the Clont ‘should nol remedy errors oF attend to damage nor enter into an agreement with & Contractor or a supplier regarding requiadon of costs, which may form the basis fora claim for damages against the Consultant, without first giving the the opportunity to comment on the matte. ‘The Consultant is lable for damages discovered within ten years of the date on which the Consultant's assignment was completed or otherwise came to an end. Unless otherwise agrood, the Consultant's total labilty for damages due to the assignment is imited to 120 times the Price Base Amount. This amount shall not Include liquidated damages or damages for delay.[CHAPTER © REMUNERATION, PAYMENT AND CANCELLATION ‘Section 11 ‘Section 12, Upon request, the Consultant shail provide evidence that such protessional ‘domnity insurance exists. ‘Commentary to Chapter 5, section 11 The lack ofthe required insurance is normally deemed to be a material breach Contract which entitles the Client fo terminate the Contract in accordance ‘Chapter 8, section 1, unless this would appear ypreasonabie n the circumstanc of the particular caso, the Client has made a claim for damages, the Consultant shall submit a notifi tion claim for damages tothe insurer within three months. Commentary to Chapter 5, section 12 The time tit of three months is intended to give the Consultant the opportunity ‘assess the claim and to discuss this with tho Cont.‘The Price Base Amount according to this Chapter refers tothe Price Base Amoun al the time the damage was discovered. Chapter 6 REMUNERATION, PAYMENT AND CANCELLATION Remuneration ‘The Consultant's romuneration consists of fees and where so agreed, separate ‘compensation for costs. The remuneration shall be indexed i the parties have se& ‘The tee shall be variable or fixed. 4a Varable fees are paid for time spent or another agreed basis, 1b Fixed fees relate to the assignment as it is specified in accordance with Chapter 1 Commentary to Chapter 6, section 2 ‘The parties may agree on other means of calculating the fee. Such forms may be ‘ncentve-based oF bonus-based, related to established goals, resulls attained or ‘performance, oF otherwise agreed on the basis of responsibilty and allocation of isk.the assignment is changed and this affects the Consultant's costs, remuneration sha be adusedncooncon with {changes of the assignment as ordered or noted pursuant to Chaptor 2. section 7 or Chapter 2. section 8: 1b acceleration of the work at the Client's request; a change of the time schedule due to a circumstance for which the Clint is ‘responsible: {dan unloreseen decision or measure by a public authorily which affects the ‘Scope ofthe assignment to more than a minor extent.CHAPTER 6 REMUNERATION, PAYMENT AND CANCELLATION, In conjunction withthe adjustment of a fixed tee, the parties shal fist seek to enter into an agreement on a new find fee. In the event such an agreement is not entered into, the fee shall be adjusted based on agreed Contract or reasonable hourly fee. Ht the Client engages someone other than the Consultant for such work as set Section 4 forth in Chapter 2, section 7, the Consultant is ented to compensation for costs ‘incurred together with compensation for lost profits. ‘Separate compensation for costs shall, if so agreed, be paid for Sub-Consultants Section S {and for the folowing instruments, field equipment and laboratory investigations; ‘computers andlor sotware for calculations, dating work, and suchlike; copying: ‘production of models; travel and per diem expenses; ‘other costs spectted in the Contract,2 prOws wt 4 models; travel and per diem expenses; {other costs specified in the Contract. ‘The parties may agree to a percentage surcharge on the separate compensation, based on the Consultants vertied prime costs Unless otherwise agreed, the Consultant shal, upon application of a variable fee, ‘on a monthly basis inform the Client of the accumulated fees and the costs in- ‘curred on the assignment. I tho agroed Budget cannot be met, the Consuitant ‘shall without delay notify the Ciient of thi In Writing 4 ‘Compensation shall not be payable for the Consultant's rectifying of errors in the ‘documents propared or provided by the Consultant. However, an error isthe re- ‘sult of inaccurate information from a public authority, the Client, or third party ‘engaged by the Client, the rectification shail be compensated as agreed or other \wiso in a reasonable amount, unless the Consultant realised or should have real- ‘sed thatthe information was inaccurate.Payn.nt . Payment is made pursuant io an agreed payment plan and against invaice. Section 8° Unless otherwise agreed through the payment plan or otherwise, the Consuttant ‘may invoice once a month for an amount corosponding 10 the value ofthe work performed. Invoicing and payment for changes to the assignment shall be made month. ‘The nature and scope of the work performed shall be speciid on the invoice or Section S* the invoice reports provided in connection with invoicing. Invoices shall be paid within 30 days of receipt unless othorwise agreed. Ifthe parties disagree on any part ofthe invoice, undisputed amounts shall be paid within this period. {in the event of late payment, interest is payable in accordance with the Swedish Interost Act In addition to remuneration, the Ciient shal pay the VAT imposed by statute, ‘Section 10‘Section 11 (/s#GHT TO THE RESULT OF THE ASSIGNMENT Wa party has strong reasons to assume that the other party wil ail to full a sub- ‘stantial part ofits obligations, the party may withhold performance. In such a case, the other party shall be notifed immediately. I tho other party provides acceptable ‘security to ensure that the obligations will be fulfilled, the parly shall no longer be entitled to withhold performance. ‘The Consultant's claims related to the assignment are subject to a limitation peri- 04 of four months from the date the assignment is completed. However, this shall ‘not apply to the Consultant’ claims to the extent that they relate # an agreed fixed {foe and VAT on the foes. the Consutant was not aware or should not have been aware ofthis claim and ‘can show this, the limitation period is calculated as four months trom the time the ‘Consultant shouk! have frst been aware of it. However the limtation period shall ‘never be longer than ton years ater the completion of the assignmentCanceliation ‘The Ciient is ented to cancel such part of the assignmegt that has aot been implemented {1 the cancellation is due to a dacision by a public authority over which the Client had no contro, the Consultant is entitled to remuneration for work performed, ‘costs incurred and reasonable costs for winding up which are not compensated in ‘another manner. The same is appicabla if the prerequisites for the completion of the assignment have changed to a substantial extent beyond the Client's contol ‘and, considering this, it's not reasonable to complete the assignment. {t cancelled for other reasons, the Consultant, taking ino account the nature and ‘scope of the assignment, is entited to compensation for the loss of reasonable ‘profs on the part of the assignment which will not be implemented due to the ‘cancelation. Jn conjunction with the cancellation, the resuts of work performed shail be presented and delivered to the Cent at the latest when the Client has fuliled ts ‘payment obligations. ‘Alter delivery, the results of the assignment may be used in the same manner as ithe assignment had been completed.Chapter 7 THE RIGHT TO THE RESULT OF THE ASSIGNMENT Unies otherwise agreed, the Client is ented to use and copy the results of the ‘assignment presented only for the intended purpose of the assignment ‘Commentary to Chapter 7, section 1 ‘This condition emphasises the importance thatthe parties in the agreement care: {uly specity he purpose ofthe assignment. ‘This condition refers 10 the result ofthe assignment as a whole. Normally, and at ts own risk, he Clon! may use the particular solutions presented in tho results of the assignment outside the agreed assignment. The use of such solutions may ‘only take place in compliance with copyright and other intellectual property rights.(CHAPTER 7 MMOHT TO THE RESULT OF THE ASSIONUENT Anyone who, fliowing the completion ofthe assignment, in the capacty of owner Section 2 OF user of the Object, intends to modi the Objector to take any other measure rolated to its management may, without the Consuftant’s consent and without pay- ing compensation, use the results of the assignment for such a purpose. In doing 80 and to the extent generally abbepted practice requires, the Consultant's inter- ‘ts shall be considered and the Consultant shail be named. ‘The Client shail safeguard the results of the assignment from unauthorised copy Seetlon 3 Ing and distribution. No party who has received conceptual proposals or any other document submit- Section 4 ted in connection with tenders or negotiations about the assignment may use or tltribute such documents without the consent ol the party who made the proposal.Commentary to Chapter 7, section 3 and section 4 The dlsclosure of information on the basis of the principle of public access 10 ofa recor can nver be deemed as improper or otherwise no towed. Each party is responsible for ensuring that the documents which it provides may Seetion 5 be used forthe intended or specifically agreed purpose. However, this does not apply where the other party realises or should have realised that such isnot the ‘The Client shall stale the name of the Consultant when the result of the assign- Section 6 ment or the Object is presented. “The Client may not transfer the right 1o use or other rights to the result ofthe as- Section 7 signment toa third party, unless the Consuitant has received payment in contorm- ‘ty with the Contract or acceptable security nas been provided.‘Commentary to Chapter 7, section 7 This condition addresses the transfer of rights to the result ofthe assignment. The Iransfer of the assignment agreement ise is governed by Chapter 3, section 5. The condition governing the transter of rights is applicable irrespective of whether the resutt ofthe assignment is Copyright protocted or not. & Unless otherwise agreed, the Consultant has the ownership right to the original documents as wall as to the computer files from which the documents have been produced. ‘Commentary to Chapter 7, section 8 ‘ABK 09 does not contain any conditions concerning the Consultants abigation to archive the result ofthe assignment. The reason for isis partly thatthe Client is ppermitied to make copies pursuant fo section 1, and partly that the need for ar- ‘chiving varies from assignment fo assignment. Therefore, in each individual Con- tract, the parties shoud consider the necessity of archiving in terms of scope and time.‘The demonstration materials that the Client specticlly ordered and paid for ar the property of the Client. Right to invention ‘an invention is essentially the result of an assignment that involves research 0 ‘development work or ifthe invention involves a solution ot one of the specie tasks within the assignment, the Client is entiled to full or partial paricipation a a rightsholder with respect to the invention. The Consultant shall noify the Ciien without delay when an invention has been made which gives the Cliont rights pur ‘suant fo this section. Should the Cent wish to acquire such right, the Client sha Inform the Consultant of this within three months from the time the Client rocoiva rotification from the Consultant that an invention has been made. Immediate ‘after such notice has been provided, the parties shall consult with each othe ‘conceming safeguarding agains! the release of the invention to third parties For the Object, the Client has the right to uso inventions other than those speci in secton 10, which have been made in connection with the assignment‘Section 12 {1 the value ofthe right to the invention to which the Ctent is entitled clearly ex ‘ceeds what could have been presumed wih regard to the Consultant's fees and other circumstances, the Consultant is entitled to reasonable compensation in addition to the foe. Claims for such compensation shall be made within one month after the date on ‘which the Consutant received a valid compensation claim trom the employee inventor, however no later than six months after the Consultant completed the assignment. Chapter 8 * TERMINATIONThe Client is entitled to terminate the Contract and to receive compensation for ‘damage i the Consultant: |8substantally mismanaged the assignment and, after writen notification, falls to take remedial action without delay 'b substantially breaches the Contract and, ator written notification, fails to take remedial action without delay © becomes insolvent and does not promplly upon request provide adequate ‘security for iis undertakings; 4. transters the Contract toa third party without the consent of the Cent, where ‘such transfer is of considerable importance to the Client ‘The Consultants entitled to romunoration corresponding to the valve of the work Following notice of termination, the Consultant shail prompt deliver the resuls of ‘the work performed tothe Cikent ‘Termination shail be given In Writing.(CHAPTER 10 SIMPLIFIED DISPUTE RESOLUTION “The Consultant is entited to terminate the agrwement i the Cont: Section 2 substantially breaches the Contract and, after writen notification, fais to take remedial action without delay; 'b maintains a request that the Consultant waive the requirement of sound professional practices; ‘© becomes insolvent and does nal promly, upon request, provide adequate securiy for is undertakings: translers the Contract to a third party without the consent of the Consultant, \where such transter is of considerable importance to the Consultant. In these cases, the Consultant is entitied to remuneration for the part of the as- signment performed, reasonable costs for winding up and the loss of reasonable profits on the part ofthe assignment which has not been performed. ‘The Consultant shail deliver the result ofthe assignment atthe latest when the ‘Chent has fuliled its payment obligations Termination shail be given In Wating,Following delivery pursuant to sections 1 and 2, the result ofthe assignment may be used in the same manner asi the assignment had been completed. Chapter 9 DISPUTE RESOLUTION 8 Unless the parties agree otherwise, disputes shall be settied by a general court of law. ‘Submission of a dispute for legal sottloment dows not entitle the Consultant to cancel the assignment. Nor is the Client entited on such grounds to withhold payments that are not directly covered by the dispute or to otherwise refuse to ‘perform its duties. Section 1*‘Notwithstanding the conditions ofthis chapter, a party is entitled to apply to a pub- lic authonty to obtain payment of undisputed claims related to the assignment that ‘have fallen due. Chapter 10 SIMPLIFIED DISPUTE RESOLUTION I there isa disagreement between the parties arising from the assignment, they ‘may jointly refer he matter for settlement by a suitably qualiied impartial arbitrator felmaiiied dleradn canchiings. Section 3Alter the parties have agreed t0 adjudicate @ matter through simplified dispute resolution, they shall jinly appoint an arbitrator, unless such is designated in the ‘Contract Documents.The Consultant sented to terminate the arvemant the Cheat substantial breaches the Contract and, after writen notitation, fais to take remedial acon wrihout delay. 1b mainiaine a request that tho Consultant waive the requirement of sound prolessional partons, {¢ becomes insolvent and does not promt, ypen request, prove adequate secu fori undertakings 4 ranslers the Contract toa third party without the consent ofthe Consultant, whore such vansor sof considerable imporianeo lo the Constant In these cases, the Consutat is ented 0 remungaton forthe part of ho as- skgnmont perormod,reasonablo costs fr wncing up and the loss of reasonabie rots onthe part ofthe assignment whien has not een pertoxmod “The Consultant shal deliver the resut ofthe assignment al the latest when the Cent has fied is paymont obligations Termination shall be given Ia Weiting. Following delivery pursuant to sections 1 and 2, the result ofthe assignment may ‘be used in the same manner as ithe assignment had been completed Section 2 Section 3Chapter 9 DISPUTE RESOLUTION ‘Unless the partes agree otherwise, disputes shal be settied by a general court of Seetion 1 law. b ‘Submission of a dispute for logal sottiement does not enlile the Consultant io Section 2 cancel the assignment. Nor is the Client entitled on such grounds to withhold [payments that are not dvectly covered by the dispute or to otherwise roluse Io ‘Perlorm its duties. ‘Notwithstanding the conditions ofthis chapter, a party is entitled to apply toa pub- Section 3 lic authority to obtain payment of undisputed claims related tothe assignment that have fallen due.Chapter 10 SIMPLIFIED DISPUTE RESOLUTION Where is a disagreement between the parties arising from the assignment, they Section 1° ‘may jointly refer the matter for setioment by a suitably quaiilled impartial arbitrator {implied dispute resolution) ‘Alter the parties have agreed to adjudicate a matter through simpiied dispute ‘asolution, they shal jointly appoint an arbitrator, unless such is designated inthe Contract Documents.CHAPTER 10 SIMPLIFIED DISPUTE RESOLUTION ‘A party shall, within one week of designating an arbitrator, or # an arbitrator fs designated in the Contract Documents, within one weok of the parties having ‘reached an agreement on simplified dispute resoltion, provide a writen slate- iment and thereby clay ts positon on the matter and indicate whether a meeting botore the arbitralor is requested. The statement and the documents which the party wishes to plead shal be delivered to the arstrator and tothe opposing party ‘Thoroatter, a party is ented to comment once on the statément of the opposing party, unless the arbitrator deems exchange of futher statements necessary. The Commens must be delved to he arbitrator and the opposing party within one week of the party receiving the opposing partys statement pursuant to the para ‘raph above, ‘The arbitrator shal, within four weeks of receipt ofthe documents which the par- ties plead, notily the parties of is decision In Writing with a short statement of ‘reasons, The decision shail state which ofthe parties shall finaly pay the arbitra: tor’s fees. Each party shall bear ts own costs.‘The arbitrator's decision is binding on the parties until such time as they agrée on another solution or the matter, folowing notice of appeal, is finally decided by ‘either a general court of law oF an arbitral tribunal. ‘The notice of appeal ol the arbitrator's decision shall be given In Writing tothe op- posing party within one month alter the party has received the arbitrator's deck ‘son. f none of the parties appeal in a timely manner, the parties shall be deemed to have accepted the arbitrator's decision, which means that the matter shall be deemed to be finaly settled. {a party brings a legal action pursuant to Chapter 9 in a mater whichis the sub- ject of simplified dispute resolution, the simplified dispute resolution shall be ter- ‘minated. The party which brings an action under the simplified dispute resolution shall, in such a case, pay the arbitrator's foo.