Payexpress Agreement

Amendment to Supplier Agreement regarding Consultancy Services

 

This PayExpress Agreement (“PE Agreement”) is an amendment to the Supplier Agreement (as defined below) made by and between Ework (“Ework”) and the Supplier of Consultancy Services (“Supplier”), each a “Party” and collectively the “Parties”.

The definitions used in this PE Agreement shall have the same meaning as in the Supplier Agreement unless otherwise expressly stated herein.

 

1. BACKGROUND
   

   The Parties have entered into a supplier agreement regarding Consultancy Services (the “Agreement”). The Parties have now agreed upon a financial solution where Ework agrees to pay the Supplier prior to receiving payment from the Client (“PayExpress”). The financial solution is based on a percentage of the amount that has been invoiced in accordance with the provisions on invoicing in the Agreement.
   
   This PE Agreement is an addendum to the Agreement and what is stated herein shall have priority over what is stated in the Agreement. Apart from what follows from this PE Agreement, the Agreement shall not be amended by this PE Agreement.

2. PAYEXPRESS
   

   Under the Agreement, the Supplier is entitled to compensation for Consultancy Services performed by the Supplier to the Client via Ework. Payment to the Supplier of the invoices shall be made within the days stipulated in the Agreement.
   
   The Parties agree by this PE Agreement that Ework shall pay the Supplier for the performed Consul-tancy Services prior to Ework has received a corresponding payment from the Client for each respective invoice. As stipulated in the Agreement, Ework is entitled to a fee for PayExpress which is a per cent of the invoiced amount, which will be deducted from the compensation paid by Ework to the Supplier (“PayExpress Fee”). In order to avoid any misunderstanding, the PayExpress Fee is independent of and will be deducted on top of the reimbursement to Supplier under the Agreement.
   
   Payment from Ework to Supplier shall not constitute an approval of the provided Consultancy Services. The Supplier’s right to compensation is limited to the extent the Client approves and pays Ework for the performed Consultancy Services. The Supplier understands and agrees that under no circumstances shall Ework be responsible for any sum(s) of compensation owed or owing to Supplier for Consultancy Services rendered under the Agreement if, for any or no reason, Client denies to, refuses to, or is unable to pay Ework on the due date for each invoice.
   
   In the event the Client does not pay Ework for the compensation already paid to the Supplier, the Supplier is required to make an on demand repayment to Ework in accordance with the provisions set forth in section 3 below.
   
   In the event Ework’s cost of fundings increases due to changes in law and regulation (including but not limited to changes in regards to tax regulations), Ework is entitled to adjust the PayExpress Fee. Ework reserves the right to adjust the PayExpress Fee in the event Ework’s cost of funding increases including but not limited to higher interest rates or inflation and as a result of adjusted market rates. Ework further reserves the right to adjust the PayExpress Fee in the event Ework resolves to increase or decrease the PayExpress Fee due to commercial reasons.
   
   In the event the Supplier loses its creditworthiness, becomes bankrupt, insolvent, or commences debt restructuring, Ework is entitled to terminate this PE Agreement with immediate effect. The same applies in the event circumstances which are out of Ework’s control occurs and the effects of such circumstances are not possible to overcome within three (3) months. Circumstances which are deemed outside of Ework’s control include, but are not limited to, war, acts of government, pandemic, epidemic and natural disasters (Force Majeure”).

3. SUPPLIER´S REPAYMENT OF COMPENSATION
   

   If the Client for any reason does not pay an invoice in part or in full in due time, and Ework has already paid the Supplier for such invoice under this PE Agreement, Ework shall inform the Supplier in writing and request that an amount equivalent to the amount not paid by the Client (less the PayExpress Fee) is repaid to Ework by the Supplier.
   
   The Supplier agrees to execute the repayment to Ework on demand, within ten (10) days of having received Ework’s written notification. The Supplier’s failure to pay Ework within ten (10) days of the notification date will entitle Ework to charge default interest with fifteen (15) per cent and in accordance with the Swedish Interest Act (1975:635) (Sw. räntelag).
   
   Ework is also entitled to deduct any invoiced amount that remains unpaid from the Client from future payments to the Supplier, until there is no amount paid to the Supplier by Ework that has not been paid by the Client.
   
   In the event the Supplier, for any reason, has received too much compensation from Ework, Ework is entitled to set off and/or deduct the excess amount from future payments.
   
   Whether or not the Client has any cause for any non-payment of a due invoice from Ework and whether or not the Supplier is finally entitled to receive payment under an invoice is solely governed by the Agreement and not by this PE Agreement.

4. TERM AND TERMINATION
   

   The term and termination provisions of the Agreement shall apply to this PE Agreement.
   
   Failure of the Supplier to timely repay Ework in accordance with the provisions in section 3 above shall, however, constitute a material breach of this PE Agreement and entitle Ework to terminate this PE Agreement with immediate effect.
   
   Both Parties are entitled to terminate this PE Agreement at any time by written notice of ten (10) working days. In case of either Party’s termination, the payment of compensation to the Supplier shall be made according to the Agreement, i.e. payment is made to the Supplier after Ework has received corresponding payment from the Client. Upon the termination of this PE Agreement, the Supplier shall refund any PayExpress payment made to the Supplier where Ework has not received a corresponding payment from the Client.

5. GOVERNING LAW AND DISPUTE RESOLUTION
   

   This PE Agreement shall be governed by and construed in accordance with the laws of Sweden.
   
   Any dispute, controversy or claim arising out of or in connection with this PE Agreement shall be settled by the public courts of Sweden. Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.

6. MISCELLEANEOUS
   

   The Supplier is responsible for submitting the necessary notifications to the competent authority in order to become registered for VAT.
   
   The Supplier shall be solely responsible for the payment of all taxes, or other fees imposed, assessed or collected by or under the authority of any governmental body arising from Supplier’s provision of the Consultancy Services.
   
   Changes and additions to this PE Agreement must be made in writing and duly executed by the Parties.