TechServices IT AB - Terms of Business
1. Definitions
Techservices IT Modica AB: ("TSIT" or "Company")
Customer: Natural or legal person entering into an agreement with TSIT for the provision of Services.
Services: The IT services provided by TSIT to the Customer under the Agreement, including but not limited to field service, support, IT equipment maintenance, consulting services, software development, system integration, and all related services.
Agreement: The written agreement entered into between TSIT and the Customer regarding the provision of Services, including these General Terms and any appendices. An Agreement is also considered to exist in business relationships where the parties have acted as if an agreement exists through TSIT providing and the Customer using Services for a period of at least 30 days, whereby these General Terms shall be considered to constitute the agreement content.
Agreement Period: The period during which the Agreement is valid, as specified in the Agreement.
Personnel: The employees of TSIT, including consultants, sub-consultants, and hired personnel, who are involved in performing the Services for the Customer.
Confidential Information: All information of a technical, commercial, or financial nature that a party has received from the other party in connection with the Agreement.
In Writing: Communication via letter, email, or other digital medium that enables permanent documentation.
Good Industry Practice: Generally accepted methods and practices within the IT industry in Sweden.
2. The Agreement
These General Terms constitute an integral part of the Agreement and are made available to the Customer before entering into the agreement via https://www.techservicesit.se/
In case of conflicting provisions in the Agreement and these General Terms, the Agreement's provisions shall take precedence.
Amendments or additions to these General Terms shall be in writing and signed by both parties.
TSIT reserves the right to amend these General Terms. Amendments shall be notified to the Customer in writing at least 60 days before they take effect. The Customer has the right to terminate the agreement with 30 days' notice if they do not accept the amendments.
3. Service Delivery
TSIT shall perform the Services with due care, skill, and professionalism in accordance with good industry practice.
TSIT shall provide the Customer with all necessary information and documentation related to the Services.
The Customer shall provide TSIT with all information, documentation, access to systems, and personnel required for TSIT to perform the Services effectively.
TSIT has the right to refuse to perform Services if the Customer does not fulfill their obligations or if there is reason to suspect that the Services are being used in a way that violates the Agreement or law.
TSIT has the right to engage subcontractors to perform the Services after written notice to the Customer. TSIT retains full responsibility for the quality of the Services.
4. Payment Terms
Prices for the Services are stated in the Agreement or in a separate quote, excluding VAT and other applicable taxes and fees.
Payment shall be made within 30 days from the invoice date.
In case of late payment, TSIT has the right to:
Charge interest on late payment according to the Interest Act
Charge a reminder fee of 60 SEK per reminder
After two reminders and a total delay of 45 days, suspend Services with 5 days' notice
TSIT reserves the right to adjust prices for ongoing agreements annually according to the Consumer Price Index (CPI), with 60 days' notice.
5. Intellectual Property Rights
All intellectual property rights belong to TSIT unless otherwise specifically agreed in writing.
The Customer receives a non-exclusive, non-transferable license to use the Services and documentation during the Agreement Period and 90 days thereafter to ensure business continuity.
After the Agreement's termination, the Customer has the right to continue using such material that is necessary for business operations against a special license fee agreed upon between the parties.
6. Liability and Insurance
TSIT shall maintain adequate liability insurance throughout the Agreement Period.
TSIT's total liability is limited to the higher of:
The total value of the Agreement during the current 12-month period
10 price base amounts
No liability limitation applies in cases of gross negligence or intent.
Indirect damage includes:
Loss of data
Loss of profit or expected savings
Third party claims
Production loss
7. Non-Poaching Clause
The Client agrees that, during the term of this Agreement and for a period of twelve (12) months following its termination, it shall not, directly or indirectly:
a) Recruit, solicit, or take over the competence of any person who has been employed by or provided by TSIT under this Agreement.
b) Encourage, influence, or attempt to induce any employee of TSIT to terminate their employment in order to work for the Client or any affiliated company.
If the Client breaches this clause, the Client shall, without delay and as compensation to TSIT, pay a recruitment fee equivalent to:
a) 35% of the employee’s annual salary at TSIT at the time of transition, or
b) Six (6) months’ gross salary of the employee at the time of hiring, whichever amount is higher.
c) Minimum cost for transfer is 200 000 SEK
This clause applies to all individuals involved in the delivery of services under this Agreement, regardless of their employment status (full-time, part-time, project-based, etc.).
The Parties agree that this clause is necessary to protect TSIT’s business operations and that the compensation reflects the investments made in recruiting and training personnel.
Penalty for breach of this provision: 500,000 SEK per violation
8. Force Majeure
Force majeure situations shall be reported to the counterparty within 5 working days.
If the force majeure situation lasts longer than 60 days, both parties have the right to terminate the agreement without liability for compensation.
A party invoking force majeure shall take reasonable measures to minimize damage.
9. Confidentiality
The confidentiality obligation applies during the Agreement Period and 3 years thereafter.
Confidentiality does not cover information that:
Is publicly known
Party can show was known before receipt
Has been obtained from third parties without confidentiality obligation
Breach of confidentiality incurs a penalty of 100,000 SEK per violation.
10. Personal Data Processing
TSIT is the data processor when processing personal data on behalf of the Customer.
A separate data processing agreement shall be entered into when processing personal data.
TSIT guarantees that processing occurs in accordance with applicable data protection legislation.
11. Agreement Period and Termination
The Agreement is valid until further notice with 6 months' mutual notice period.
Upon termination of the Agreement:
TSIT shall hand over all Customer data in readable format
The Customer shall pay for all data export and handover according to current price list
TSIT shall delete all Customer data within 30 days after handover
12. Applicable Law and Dispute Resolution
Swedish law shall apply to this Agreement.
Disputes shall primarily be resolved through negotiation.
If negotiation does not lead to results, the dispute shall be settled in general court.
TSIT has the right to apply for a payment order for unpaid and undisputed invoices.