General terms and conditions for government loan for payment of refunds to travellers for cancelled trips that had been rebooked
This is a translation of the Swedish General Terms and Conditions. It is the terms in Swedish that apply.
Type of publication: General terms and conditions
Valid from: 2021-08-02
Number of pages when printing: 18
1 Definitions and Interpretation
In these general terms and conditions (the “General Terms and Conditions”), the following terminology is applied:
“Banking Day” any day (that is not a Saturday or a Sunday) on which banks in Stockholm are open for the execution of transactions under the Loan Agreement.
“Calender quarter” Three months in a row that is either January – March, April – June, July – September or October – December.
“Regulation” Regulation on government loans to operators and resellers of cancelled rebooked trips as a consequence of the spread of the Covid-19 disease (SFS 2021-814).
“kronor” Swedish kronor.
“Supplier Compensation” compensation to the Borrower from a subcontractor in respect of a Travel Operator Liability as set out in the Loan Application and to be paid with the Loan.
“Loan Application” the loan application submitted by the Borrower to the Lender (including any supplementary information) in accordance with the Regulation.
“Loan Agreement” the Debt Instrument and the General Terms and Conditions.
“Loan” the loan specified in the Debt Instrument or the outstanding principal sum of the loan at any given time (including any capitalised interest in accordance with clause 4 (Interest)).
“Lender” [the Swedish State through] Kammarkollegiet (the Swedish Legal, Financial and Administrative Services Agency), corp. ID no. 202100-0829.
“Borrower” the person specified as the borrower in the Debt Instrument.
“Unpaid Amount” any amount (including the amount due for repayment of the Loan based on Supplier Compensation received) that has fallen due for payment but has not yet been paid by the Borrower in accordance with the Loan Agreement.
“Travel Operator Liability” liabilities for repayment to a traveller as described in Chapter 3, Section 9 of the Swedish Package Travel Act (2018:1217) for trips that have been cancelled.
“Interest” the interest specified in the Debt Instrument.
“Interest Payment Date” The day specified as an interest payment date in the Debt Instrument.
“Interest Period” the period specified in the Debt Instrument and for which Interest is to be calculated and paid on an Interest Payment Date.
“Debt Instrument” the single debt instrument to which the General Terms and Conditions are attached.
“Final Repayment Date” the date specified as the final repayment date in the Debt Instrument.
“Grounds for Termination” event or circumstance specified in clause 8.1.
“Termination Event” Grounds for Termination or another event or circumstance specified in clause 8.1 that, upon expiry of a deadline or the issuing of a notification, or a combination of these, constitutes Grounds for Termination.
“Disbursement Date” the date on which the Loan is disbursed.
“Significantly Negative Effect” means a significantly negative effect on:
a) the Borrower’s business activities, assets, position (financial or other) or prospects,
b) the Borrower’s ability to fulfil their obligations under the Loan Agreement,
c) the validity of, or the possibility of executing rights under, the Loan Agreement, or
d) the Lender’s rights or opportunities to safeguard their rights under the Loan Agreement.
Unless a different meaning is specified, references in the Loan Agreement to:
a) “assets” shall include current and future property, income and rights of all kinds,
b) an agreement or other document shall mean a reference to such agreement or document also in an amended and renewed version,
c) a “provision” shall refer to an ordinance, regulation, rule, directive, instruction or guideline, whether or not it has the status of law, issued by a State, municipal, intergovernmental or supranational organisation, ministry, government agency or other organisation with a mandate to perform supervision,
d) a legal provision or regulation shall also refer to this in an amended or new version, and
e) a time of day shall refer to the time in Stockholm, unless otherwise stated or determined by the circumstances.
A Termination Event or Grounds for Termination “exists” if the situation has not been rectified or the Lender has issued the Borrower with a written dispensation.
Failure or a delay on the part of the Lender to exercise a right or to claim a sanction under the Loan Agreement shall not be considered a waiver of such a right or sanction. Nor shall the single or partial exercising of a right to or a claim for a sanction prevent the further exercising of or claims for the same or other rights and sanctions.
Unless otherwise stated in these General Terms and Conditions, the terms defined in the Regulation shall have the same meanings as when used in these General Terms and Conditions.
The Borrower may only use the Loan to pay Travel Operator Liabilities in accordance with the Loan Application.
3 Validity of Loan Agreement
With reservation for clause 3.2, the Loan Agreement shall apply from the date on which the Borrower entered an authorised signature on the Debt Instrument provided by the Lender.
In the event that the Borrower has not signed the Debt Instrument within 30 days of the date on which the Lender provided the Debt Instrument, the Lender shall no longer be deemed to be bound by its terms and conditions and the Borrower cannot enforce the Loan Agreement.
4 Repayment of Loan
4.1 Mandatory repayments
Subject to clause 4.1.2, the Borrower must repay the Loan (including all other outstanding amounts under the Loan Agreement) in full on the Final Repayment Date.
In the event that the Borrower receives Supplier Compensation, the Borrower must pay an amount equivalent to such Supplier Compensation to the Lender no later than 15 days after the end of the calendar quarter that follows immediately thereafter. In the event of such repayment, the Borrower must specify what proportion of the amount paid to the Lender relates to Supplier Compensation.
4.2 Volontary repayments
In addition to the payments to be made under the Loan Agreement, the Borrower may make additional repayments of the Loan, or of any other amount under the Loan Agreement, by means of repaying any amount to the Lender. In the event of such repayment, the Borrower must specify what proportion of the amount paid to the Lender constitutes a voluntary repayment.
4.3 Re, offsetting, no re-borrowing and final settlement
A repayment of the Loan shall be offset in the manner indicated by the Borrower that such repayment shall be offset. In the event that the Borrower does not specify to what the repayment shall relate, the Lender has the right to offset the repayment in the manner reasonably deemed appropriate by the Lender.
Amounts repaid under the Loan may not be re-borrowed by the Borrower.
The Lender must notify the Borrower when all inter-party balances under the Loan Agreement have been settled.
5 Interest, Costs and Expenses
The Borrower may pay the Lender accrued Interest on the Loan for the relevant Interest Period, in arrears on each Interest Payment Date. The Borrower does, however, have the option of deferring payment of Interest in accordance with clause 5.1.2.
Interest during the term of the Loan that has not been paid in the year in which the interest has been incurred must be capitalised by being added to the Loan at the end of the calendar year. The Lender must notify the Borrower, after the end of a calendar year and before such capitalisation of Interest is performed, of the amount of accrued Interest that may be capitalised. If the Borrower does not subsequently pay this accrued Interest within  days, this accrued Interest shall be capitalised and calculated from the first day of the current year.
In the event that the Borrower repays the Loan in full before the Final Repayment Date, Interest that has been incurred during the year but not paid shall be capitalised by being added to the Loan on the date of such repayment.
Interest shall be calculated from the first day of each Interest Period until (but excluding) the last day of the same Interest Period for the actual number of days that have elapsed, and shall be calculated on a year consisting of 360 days. The first Interest Period for the Loan starts on the Disbursement Date and ends on the first Interest Payment Date. Each subsequent Interest Period starts on the last day of the previous Interest Period and ends on the next Interest Payment Date. The last interest period shall end on the Final Repayment Date.
5.2 Penalty interest
If a payment under the Loan Agreement is not made on time by the Borrower, the Borrower must pay penalty interest on the Unpaid Amount from the due date until full payment is made. The penalty interest rate for the Unpaid Amount shall be determined by the Lender in accordance with 7 and 8 §§ Förordning (1993:1138) om hantering av statliga fordringar.
5.3 Costs and expenses
The Borrower must, within five Banking Days of a request to do so, reimburse the Lender for costs and expenses incurred by the Lender as a consequence of a Termination Event or in order to otherwise monitor or exercise its rights under the Loan Agreement.
The Borrower must, within five Banking Days of a request to do so, reimburse the Lender for any statutory written reminder and debt collection costs in accordance with the law.
6 The Borrower´s Information Obligations
6.1 Information; miscellaneous
The Borrower must immediately notify the Lender if any circumstance or information changes that is relevant to the Loan Application (including the Lender’s decision to grant the Loan), the Loan Agreement or the inter-party balances in general.
The Borrower must without delay provide such information as the Lender requests and reasonably needs in order to comply with money-laundering rules or to conduct similar identification processes and which the Borrower has to provide without being in breach of other agreements or regulations.
6.2 Notification of Termination Event
The Borrower must notify the Lender of any Termination Event (and any measures taken to remedy it) as soon as the Borrower becomes aware of the existence of a Termination Event.
7 The Borrower´s General Obligations
The following obligations apply for as long as there are outstanding amounts under the Loan.
7.1 Payment of refunds to travellers
The Borrower must make sure that the Borrower has and applies procedures for the repayment of Travel Operator Liabilities.
The Borrower must have used the Loan in full to pay Travel Operator Liabilities in accordance with the Loan Application no later than 30 days after the Disbursement Date.
7.2 Obligation to facilitate follow-up by the Lender
The Borrower must respond promptly to provide information or take action requested by the Lender from time to time.
7.3 Compliance with the law and the Regulation
The Borrower must in all respects comply with and observe all laws and regulations applicable, if failure to comply with such might reasonably result in a Significantly Negative Effect.
The Borrower must comply with the requirements set out in the Regulation from time to time.
8 Grounds for Termination
Each of the following events shall constitute Grounds for Termination (regardless of whether caused by circumstances beyond the Borrower’s control):
a) Incorrect use of Loan: The Borrower fails to meet its obligation under clause 7.1.2 on repayments to certain travellers or otherwise uses the Loan for a purpose other than that specified in clause 2 (Purpose).
b) Delayed payment: The Borrower does not make payment in accordance with the Loan Agreement of the amount due for payment on the due date, unless failure to pay has been caused by an administrative or technical error and payment is made within three Banking Days of the due date.
c) Other obligations: The Borrower fails to meet its obligations under the Loan Agreement, unless the breach of agreement is of minor importance in the reasonable judgment of the Lender and is remedied in full (if remediation is possible) no later than seven days after the Lender has notified the Borrower of the situation or after the Borrower itself became aware of such a circumstance.
d) Incorrect commitment: A commitment or other information provided by the Borrower in the Loan Agreement, Loan Application or otherwise in relation to this has:
(i) caused an incorrect determination of the amount of the Loan, e.g. that the Lender has granted a Loan at a higher amount than should have been lawfully granted,
(ii) caused an incorrect determination of the Interest Rate, e.g. that the Lender has set a lower Interest rate than should have been lawfully determined; or
(iii) proven to be inaccurate or misleading in any other material respect.
If the amount of the Loan or Interest Rate has been determined incorrectly for any other reason, e.g. the Lender has granted a Loan at a higher amount than should have been legally granted or that the Lender has determined a lower Interest Rate than should have been legally determined, and the Borrower should reasonably have realised this, such circumstance shall be regarded as an incorrect commitment under this clause for the purpose of the Loan Agreement.
e) Insolvency: The Borrower is unable to pay its debts as they mature or otherwise cancels its payments.
f) Insolvency proceedings: If any of the following circumstances occurs:
(i) The Borrower applies for bankruptcy, liquidation or company reorganisation,
(ii) The Borrower initiates negotiations or proceedings concerning composition or a similar arrangement with the Borrower’s creditors, or
(iii) The Borrower is declared bankrupt, goes into liquidation or a court decides on a composition procedure or company reorganisation.
g) Seizure or similar of assets: Fixed assets belonging to the Borrower are seized in respect of the Borrower’s debt or sequestered (or equivalent measure) and such sequestration is not cancelled within 21 days.
h) Illegality and invalidity: The loan agreement is illegal, invalid or ceases to be valid and enforceable.
i) Significantly negative change: One or more events or circumstances occur or exist that, in the reasonable view of the Lender, entail or can reasonably be expected to entail a Significantly Negative Effect.
j) Change of ownership: One or more events or circumstances occur that result in a material change in the ownership structure of the Borrower. For the purposes of this clause, a material change in the ownership structure entails one person (or several persons acting together), directly or indirectly, (i) becoming the owner of, or gaining control of, more than half of all shares or votes in the Borrower, (ii) being given the right to appoint or dismiss more than half of the members of the Board of Directors or equivalent governing body, or (iii) otherwise acquiring a controlling influence over the Borrower.
k) Cessation of activities: The Borrower ceases or states that it intends to cease all or a substantial part of its business activities.
When Grounds for Termination exist, the Lender has the right to declare to the Borrower:
a) that the Loan or any part thereof, together with accrued interest and all other outstanding amounts under the Loan Agreement, shall fall due for immediate payment and that the Borrower must subsequently take measures to perform such payment, and/or
b) that the Loan or parts thereof shall be payable on demand.
The Lender has the right to assign its rights and obligations under the Loan Agreement to another party.
The Borrower may not, without the prior written consent of the Lender, assign its rights or obligations under the Loan Agreement.
10 Payment Procedure
The Borrower must make payments under the Loan Agreement to the Lender’s bank account [state number] at [bank], unless the Lender has notified the Borrower otherwise. The borrower should state case number when a payment is made.
All payments to be made by the Borrower under the Loan Agreement must be calculated and paid without offsets or deductions for counterclaims.
Amounts that fall due for payment on a day that is not a Banking Day must be paid on the following Banking Day in the current calendar month or, if there is no additional Banking Day in that month, on the preceding Banking Day.
In the event of a deferral of payment of the principal sum or an Unpaid Amount under the Loan Agreement, penalty interest as referred to in clause 5.2 shall not be payable, but interest on such principal sum or Unpaid Amount shall instead be charged at the interest rate that is determined for every financial year by Riksgäldskontoret (central government interest rate) with addition of two percent.
Notifications issued in connection with the Loan Agreement must be written in Swedish and, unless otherwise stated, sent by email or letter.
The addresses of the parties for notifications provided in connection with the Loan Agreement are as follows:
The Lender: Kammarkollegiet, 651 80 Karlstad, E-mail: email@example.com
The Borrower: the address and email address as stated in the Loan Application or other address or email address notified by one party to the other party with at least five Banking Days’ notice.
Notifications issued in connection with the Loan Agreement shall be deemed to have been received by the recipient:
a) if sent by email, when it has been received by the recipient in readable condition, or
b) if sent by letter, upon receipt at the relevant address or no later than three Banking Days after dispatch in a stamped envelope addressed to that address,
and, if a specific department or official is to be specified as part of the address, the notification has been addressed to that department or official.
Notifications received by the recipient on a day that is not a Banking Day or after 17:00 on a Banking Day shall be deemed to have been delivered on the following Banking Day.
In order to be binding, amendments and additions to the Loan Agreement must be agreed in writing and signed by authorised persons for both parties.
Should any provision or part of the Loan Agreement prove to be invalid, this does not render the Loan Agreement as a whole invalid.
13 Force Majeure and Limitation of Liability
The Lender cannot be held liable for loss caused by legal provisions enforced under Swedish or foreign law, measures adopted by Swedish or foreign authorities, acts of war, strikes, lockouts, boycotts, blockades or other similar circumstances. The reservation in respect of strikes, lockouts, boycotts or blockades is valid even if the Lender itself is executing or is the subject of such a measure.
The Lender shall not be held liable for indirect damage, consequential damage and/or loss of profits. If there are any obstacles preventing the Lender from fulfilling its obligations under this Agreement due to circumstances specified above, such fulfilment may be postponed until such obstacle has ceased.
14 Jurisdiction and Court
Swedish law shall apply to the application and interpretation of the Loan Agreement and associated legal conditions.
Any dispute arising under the Loan Agreement shall be decided by a Swedish general court (including any dispute in respect of the existence, validity or termination of the Loan Agreement). Stockholm District Court shall be the court of first instance.
Notwithstanding clause 14.2, the Lender is not prevented from initiating legal proceedings at another court that has jurisdiction in respect of the Borrower or its assets. To the extent permitted by law, the Lender may initiate legal proceedings in several jurisdictions simultaneously.