TERMS AND CONDITIONS FOR PURCHASE AND USE OF UNIVERSUM WEBSHOP
1. Basic understanding
In these Terms and Conditions any reference to Universum shall mean any applicable company within the Universum Group. The Universum Group’s Swedish parent company is Universum Group AB and its subsidiaries and affiliated companies inter alia include Universum Communications Sweden AB, Universum Communications SA (PTY) LTD, Universum Business Consulting Shanghai Co., Ltd, CareerTV Nordic AB, CareerTV International Inc., Universum Communications Ltd, Universum Communication Inc., Universum Communications Switzerland AG, Constallation Group AB, Agentum AB, Nova 100 AB, Nova ApS, Universum Nova A/S, Nova Global Inc., Universum Communications Pte Ltd and Studentkortet i Sverige AB.
In these Terms and Conditions any reference to “Partner” or “you” shall mean you as a customer of Universum including any physical persons whom are employed and/or in any other way working for the Partner and have access to the Products provided by Universum in his or her capacity as a representative of the Partner (the “User”)”. The Partner is responsible for informing and when applicable and necessary, collecting consent from, the Users of these Terms. For the avoidance of doubt; the Site, thus indirect the Service and the Products, are available for companies only. Any attempt by a physical person to enter the Site and purchase any Service and/or Products is strictly prohibited and will not be granted.
Universum and Partner are hereinafter individually referred to as a “Party” and jointly “the Parties”
These provisions (the “Terms”) regulate inter alia the Terms and Conditions of the purchase and use of the products and services available on www.universumglobal.com (the “Site”) and (the “Service” or the “Products”). By using the Service and/or downloading/purchasing Products, thus accepting these Terms, you agree to act in accordance with these Terms at all times. If you can´t comply with these Terms, at any time you immediately have to stop using the Service and/or any Products in your possession as well as destroy the same, these Terms can only be amended by written separate agreement between the Partner and Universum.
These Terms shall always prevail any other written or oral pledge or undertaking made by you or Universum.
- Commencement, term and termination of the relationship between the Parties
These Terms, shall be valid from the day the Partner have accepted these Terms by checking the “Confirmed”-box when registrering on the Site.
Each Service and/or Product available on the Site from time to time are presented with information regarding price and brief information regarding the substance. Each Product purchased by the Partner can be downloaded five (5) times by logging on to the Partner´s personal Site.
In the event of termination of these Terms, thus the Partner stop´s using the Site, sections 6,7,8,9 and 18 of these Terms shall continue to be valid in accordance with what is stated therein after the termination of the relationship.
- The Partner’s right to use the Service, Products and the Site
Subject to your compliance with these Terms, Universum grants the Partner a limited non-exclusive, non-sub licensable, revocable, non-transferrable licence to use the Services and the Products in accordance with what is stated in these Terms (the “Licence”). The Partner is responsible for the User´s use of the Licence.
Except as expressly permitted by Universum or permitted by applicable law, the Partner may not:
- remove any copyright, trademark or other proprietary notices from any portion of the Services or the Products;
- reproduce, modify, prepare derivative works based upon, distribute, licence, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or the Products to the public and/or to any third party;
- decompile, reverse engineer or disassemble the Services and/or the Products;
- link to, mirror or frame any portion of the Services and/or the Products;
- cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services and/or the Products or unduly burdening or hindering the operation and/or functionality of any aspect of the Services and/or the Products;
- attempt to gain unauthorized access to or impair any aspect of the Services and/or Products or its related systems or networks; or
- use the Licence and/or the Service and/or the Products in conflict with any applicable law and/or legislation.
The Partner’s right to use the Licence, thus the Service and the Products, only permits the Partner to use the Licence in its own business within the Partner´s own Company for purposes that do not conflict with these Terms. If Universum suspects that the Partner is using the Licence in a way that conflicts with these Terms or in a way that Universum considers as a non-normal use of the Licence, Universum can limit the Partners use of the Service and/or the Products by limiting the Licence and/or act in accordance with section 11 below.
The Products will be delivered through a link to the e-mail address stated by the Partner. The relevant Product will be available for download via the link five (5) individual times, thus if the Partner whishes’ to access and download the any Product more than five (5) times additional purchase of the relevant Product has to be made in order to gain five (5) additional downloads of the relevant Product.
In case of breach of this section 3, the Partner shall be obliged to pay to Universum a compensation for all direct and indirect losses caused by the Partner.
The rights and obligations of Universum in accordance with the Agreement may be freely transferred.
The Partner may not assign or transfer the obligations under the Agreement and/or these Terms.
When accessing the Service or downloading Products the Users will be asked to enter personal information. The information entered can include, but might not be limited to the User’s telephone number, e-mail address, name, pictures, career profile information etc. (“Personal Data”). All Personal Data provided by Users could be transferred by Universum to Universum’s customers for customer relationship management (“CRM”) use as well as to other users. I.e. the Personal Data provided can be forwarded to a third party in accordance with these Terms.
When entering any Personal Data the User gives his/her consent to Universum to handle and use his/her Personal Data. Anonymous user information will be used to generate statistics and comparison data for the benefit of our users. It can also be used for the purpose of market research surveys and marketing, the aggregated results of which can be sold or forwarded to Universum business partners and customers.
Universum handles Personal Data in accordance with the Swedish Data Protection Act as well as any other applicable law. Universum can be the Data Controller as well as a Data protection officer as the case may be.
Once per calendar year, all Users have the right to obtain an extract of the information held about him/her by Universum. If a User wants to obtain such a statement, or if a User wishes to change the information or data in the extract the User is welcome to contact Universum Group AB on email@example.com, P.O Box 7053, 103 86 Stockholm (the Data Controller and/or Data protection officer as the case may be). Universum will also assist the User, if a request is sent to the aforementioned e-mail and/or postal address, should the User wish Universum to delete or correct information regarding him or her. However please be aware that if the User asks Universum to delete all information from his/her user account the User will no longer be permitted to use the Service and/or the Products provided under the Licence by Universum.
In these Terms “Confidential Information” means any confidential or proprietary information and documentation of a Party or any of that Party’s affiliates, including but not limited to, products, processes, techniques, trade secrets, specifications, research and development plans and internal affairs.
Each Party shall take all reasonable efforts to protect Confidential Information received from the other Party. Such efforts may not be of a lesser standard than the standard of care such party uses in the protection of its own Confidential Information. No Party may use Confidential Information of the other Party for any purposes other than in connection with the performance of the Service and/or the Licence and shall make such Confidential Information available only to its employees, subcontractors, or agents having a “need to know” with respect to such purposes. In the event of the expiration or termination of the Agreement for any reason, all Confidential Information of a Party disclosed to and all copies thereof made by the other Party shall be returned to the disclosing Party or, at the disclosing Party’s option, erased or destroyed. The obligations in this section shall not restrict any disclosure by a Party pursuant to any applicable law, or by order of any court or government agency (provided that the disclosing Party shall give prompt notice to the non-disclosing Party of such order). Confidential Information of a Party shall not be afforded the protection of the Agreement if such data was (a) developed by the other Party independently, (b) rightfully obtained by the other Party without restriction from a third party, (c) publicly available other than through the fault or negligence of the other Party, or (d) released without restriction to anyone.
- Intellectual property rights
No rights to any intellectual property are granted to Partner under the Agreement or in these Terms, unless to the extent otherwise expressly stipulated. All rights are thereby the exclusive property of Universum unless otherwise expressly stipulated.
The Partner undertake not to use, modify, disseminate, sell or save information provided by Universum and not to publish or indirectly cause the publication of the Service and/or the Products, in whole or in parts.
All information as presented by Universum on the Site or included in the Service and/or the Products is Universum’s exclusive property. The Partner, by accepting these Terms obtains a non-exclusive right to use information internally within Partner’s organisation. All other usage shall be according to a separate agreement. In no event shall Partner sell, transfer or market any information, results or findings presented by Universum through the Site to a third party.
8. Access and Disclaimer
Universum strives to ensure that the Services are available approximately 24 hours a day. However, Universum shall not be liable if, for any reason, the Services are unavailable at any time or for any period.
Access to the Services may be suspended temporarily and without notice in the case of a system failure, maintenance or repair or for any reasons beyond Universum’s control.
Universum strives to ensure that all information on the Site and included in the Products is correct and up to date, however, Universum does not warrant the accuracy or completeness of the Products and/or the Service as well as the content on the Site.
THE SERVICE, PRODUCTS AND THE SITE IS PROVIDED ON AN ‘AS IS’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. UNIVERSUM, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. UNIVERSUM MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES.
9. Limitation of liability
(a) THE PARTNER ASSUMES ALL RESPONSIBILITY AND RISK FOR ITS USE OF THE SERVICE, THE PRODUCTS, THE INTERNET GENERALLY, AND THE DOCUMENTS THAT ARE POSTED OR ACCESSED IN OR RELATING TO THE SERVICE AND THE SITE AND FOR THE PARTNER’S CONDUCT ON AND OFF THE SITE.
(b) IN NO EVENT SHALL UNIVERSUM (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITE AND/OR ANY DOCUMENT, PRODUCT OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UNIVERSUM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO THE PARTNER. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN UNIVERSUM’S MAXIMUM LIABILITY TO THE PARTNER FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO THE TOTAL AMOUNT PAID FROM THE PARTNER TO UNIVERSUM UNDER THESE TERMS, IN THE AGGREGATE.
(d) IN NO EVENT SHALL UNIVERSUM (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF THE AMOUNTS ACTUALLY PAID BY THE PARTNER TO UNIVERSUM UNDER THESE TERMS IF GREATER THAN SEK 2 000.
(E) DUE TO THE NATURE OF THE SERVICE, IN ADDITION TO MONETARY DAMAGES, THE PARTNER AGREES THAT UNIVERSUM WILL BE ENTITLED TO EQUITABLE RELIEF UPON A BREACH OF THE AGREEMENT BY THE PARTNER.
10. Changes and amendments to these Terms
Universum retains the right to change at any time the structure of the Service or the Products as well as these Terms. Changes to the Terms come into force seven (7) days after the amended Terms have been uploaded to the Site. The Partner is hereby encouraged to check the Site regularly,
No waiver of any term of the Agreement and/or these Terms shall be deemed a further or continuing waiver of such term or any other term.
If any provision of the Agreement or these Terms are found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of the Agreement and/or these Terms, which shall remain in full force and effect.
Universum can (a) after written notification, make adjustments to these Terms such as, for example, adjusting certain terms so that cost increases are borne by the Partner; and (b) however, not earlier than 30 days after written notification, make other amendments to these Terms.
- Breach of the Terms
Universum shall have the right, without repayment of invoices paid, to give notice of termination or terminate the Partner´s access to the Site, Service and/or Products with immediate effect if; (a) the Partner applies for or enters into bankruptcy proceedings, ceases its payments, commences composition negotiations, is granted or applies for company reconstruction, draws up a balance sheet for liquidation purposes, or is otherwise considered to be insolvent; (b) the Partner ceases to observe its obligations in accordance with the Agreement and/or these Terms and there is cause to assume that the Partner will not observe its obligations; (c) the Partner provides incorrect or misleading information or omits to mention circumstances that are of importance; (d) if information emerges to the effect that the Partner has not fulfilled Universum’s requirements concerning credit status.
- Invoicing and fees
The Price for each Service and/or Products are specified on the Site and updated from time to time.
Unless otherwise agreed between the Parties; Universum shall invoice the Partner as soon as the Partner confirms an order via the Site. The payment period for invoices shall be net 30 days.
If a Service and/or Product is confirmed by the Partner, via the Site, Universum does not accept it as a cancellation and no refunds will be granted.
- Force Majeure
Neither Party shall be liable to the other for any delay in performance or failure to perform its obligations in accordance with the Agreement and/or these Terms where such delay or failure is due to circumstances beyond its control and unknown to it at the date when agreed by the Partner and/or these Terms, such circumstances including but not restricted to fire, flood, explosion, war, terrorism, embargo, government requirement, legislative constraints, civil or military authority, natural disasters, or other similar types of situations (“Force Majeure Event”). If a force majeure event continues for a period of more than forty-five (45) days, either Party may terminate the Agreement by giving not less than seven (7) days written notice to the other Party.
Notice of termination or other communication shall be made through messenger, registered letter to the Parties’ addresses as stated subsequently through written communication to the opposite Party. The notification shall be considered to have been received by the other Party if; (a) delivered by messenger: upon delivery; and (b) sent by registered letter: two days after delivery for mailing. Change of address shall be notified to a Party in the manner stated herein.
By the execution of these Terms, Partner undertakes not to actively recruit personnel from Universum without prior written acceptance from Universum during the professional relationship between the Parties, and for a period of two (2) years thereafter.
These Terms and all exhibits and schedules hereto, constitutes the entire understanding and supersedes all prior oral or written agreements between the Parties relating to the subject matter contained herein, and merges all prior and contemporaneous discussions among them.
Unless otherwise specified the Site Service and Products is directed solely to those who access it from Sweden. Users who access the Site, thus the Service and/or Products, from a location outside Sweden will be responsible for compliance with local laws if and to the extent local laws are applicable.
- Governing law and disputes
These Terms shall be governed by, and constructed in accordance with, the laws of Sweden.
In the event that Swedish law for any reason does not apply the selling company´s local law, to the minimum extent possible, shall apply to this Agreement instead.
The Parties shall endeavour to settle any dispute, controversy or claim arising out of these Terms by good faith negotiations. Should the negotiations fail, the dispute shall be finally determined through arbitration in accordance with the Rules for Simplified Arbitration Procedure of the Stockholm Chamber of Commerce. The arbitration shall take place in Stockholm, Sweden and the award shall be confidential.
Last update of the Terms, April 2016