- Basic understanding
In these Terms and Conditions any reference to “Universum” or “us”shall mean any applicable company with Universum Communications Sweden AB as parent company. Its subsidiaries inter alia include Universum Communications Ltd, Universum Communications SA (PTY) LTD, Universum Communications Norway A/S (NO), Universum Business Consulting Shanghai Co. Ltd, Universum Communications Switzerland AG, Universum Communications SARL, Universum Communications Pte. Ltd, Universum Communications Holding Inc and Universum Communication Inc.
In these Terms and Conditions any reference to “Partner” shall mean you as a customer of Universum including any physical persons whom are employed and/or are in any other way working for the Partner and have access to the service provided by Universum in his or her capacity as a representative of the Partner (the “User”). The Partner is responsible for informing the Users of these Terms, as well as providing the Users with the information regarding the processing of personal data as described in the attached Appendix, and when applicable and necessary, collecting consent from the Users of these Terms.
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 use of the Universum SaaS (Software As A Service), which is a subscription service (the “Service”) as specified and agreed between the Parties in the document to which these Terms is appended (the “Agreement”). These Terms shall be seen as an integral part of the Agreement and can only be amended by written separate agreement between the Partner and Universum. In the event of any inconsistency between the Agreement and these Terms, these Terms shall prevail.
- Commencement, term and termination of the Agreement
The Agreement, and the Terms, shall be valid from the day both Parties have signed the Agreement.
The License (as defined below) is provided in one-year subscriptions where a subscription period is prepaid in accordance with section 12 below. The Partner can terminate the License by giving at least three months written notice to Universum. For the avoidance of doubt, if the Partner wishes to terminate the Agreement a written notice must be sent to Universum at the latest three months before the current subscription period ends.
If no notice of termination is given or if notice of termination is given too late the License will continue in full force for an additional one-year subscription, which will be invoiced in accordance with section 12 below. In the event of termination of the Agreement sections 6, 7, 8, 9 and 17 shall continue to be valid in accordance with what is stated therein after the termination of the Agreement.
- The Partner’s right to use the Service
When signing the Agreement, and with subject to the Partner’s compliance with these Terms, Universum grants the Partner a non-exclusive right to use the Services in accordance with what is agreed in the Agreement and in accordance with these Terms for as long as the Agreement is in force (the “License”). The Partner is responsible for the User´s use of the License.
Except as expressly permitted by Universum or permitted by applicable law, the Partner may not:
(a) remove any copyright, trademark or other proprietary notices from any portion of the Services;
(b) reproduce, modify, prepare derivative works based upon, distribute, License, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services to the public and/or to any third party;
(c) decompile, reverse engineer or disassemble the Services;
(d) link to, mirror or frame any portion of the Services;
(e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services;
(f) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks; or
(g) use the License and/or the Service in conflict with any applicable law and/or legislation.
The Partner’s right to use the License only permits the Partner to use the License in its business for purposes that do not conflict with these Terms. If Universum suspects that the Partner is using the License in a way that conflicts with these Terms or in a way that Universum considers as a non-normal use of the License, Universum can limit the Partners use of the Service by limiting the License and/or act in accordance with section 11 below.
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.
Universum always processes personal data in accordance with the General Data Protection Regulation (GDPR) as well as any national (Swedish) legislations, regulations etc. applicable to the processing of personal data. Universum can be both Data Controller and Data Processor as the case may be.
When accessing the Service, the Users will be asked to enter personal information. The information entered can include the User’s telephone number, e-mail address, name, pictures, career profile information, technical data as well as any other information the User chooses to provide (“Personal Data”). In order to perform the Service, Universum processes the Personal Data, as part of the assignment agreed upon between you and Universum. For this reason, Universum’s processing of this Personal Data is necessary for the fulfilment of the Agreement with you, in order to provide the Service. If this information is not provided we will not be able to perform in accordance with the Agreement.
For Universum, guaranteeing proper safety for Personal Data is of utmost importance. Personal Data is protected by both technical and organisational measures, including computer safeguards such as firewalls and data encryption. We urge our Partners, including Users, to always keep passwords secret and to avoid any unauthorised access to accounts. We will inform Users if we learn of any data breaches affecting a User’s Personal Data.
Universum uses third party servers located in the EU/EEA and the USA for storage of personal data and for sub-processor-services related to and incorporated as part of our Service. Transfer of Personal Data is only performed after careful consideration and with suitable data processing agreements in place with the receiver of data on our behalf. For the transfer of Personal Data outside of EU/EEA, Universum will always secure the same level of protection of Personal Data as if processed within the EU/EEA by entering into standard contractual clauses in accordance with GDPR, or in other way ensuring that there is a legal basis for the transfer or processing in accordance with GDPR, such as the EU Commission’s Standard Contractual Clauses. We may transfer Personal Data to our technical subcontractors and partners for the explicit purpose of fulfilling our Agreement with you. All subcontractors and sub-processors have undertaken to process personal data under confidentiality.
Anonymous and aggregated user information will be used to generate statistics and comparison data for the benefit of our users. The aggregated results can also be used for the purpose of market research surveys and marketing, and may be sold or forwarded to Universum business partners and customers.
Users have the right to obtain an extract of the information Universum holds about the User. If a User wants to obtain such a statement, or wishes to correct information or data, objects to, or requests that Universum restricts a certain processing of his/her data, the User is welcome to contact Universum at email@example.com, when Universum acts as the Data Controller. Universum will also assist Users, if requested in email sent to the aforementioned e-mail address, with the deletion of information regarding the User and their use of the Service. However please be aware that if the User asks Universum to delete all his/her information from his/her user account the User will no longer be permitted to use the Service provided under the License by Universum. When Universum acts as a Data Processor, Universum will forward any requests from the User to the Data Controller and await instructions on how to proceed. Universum will not disclose any personal data to anyone, even the data subject itself, without instructions or explicit legal obligation to do so.
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 License 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.
In order to promote the cooperation under the Agreement, a Party may use the other Party’s logos, trademarks, trade names and other intellectual property rights. However, all such use must be agreed between the Parties.
The Partner also undertake not to use, modify, disseminate, sell or save information provided by Universum and not to publish or indirectly cause the publication of articles, survey results or other material produced by Universum.
All information as presented by Universum under the Agreement is Universum’s exclusive property. The Partner, by its signing of the Agreement, obtains a non-exclusive right to use information internally within the Partner’s organisation. All other usage shall be according to a separate agreement. In no event shall the Partner sell, transfer or market any information, results or findings presented by Universum under the Agreement to a third party.
- Access and Disclaimer
Universum strives to ensure that the Services are available 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.
The service 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.
- Limitation of liability
(a) The partner assumes all responsibility and risk for its use of the service, the internet generally, and the documents that are posted or accessed in or relating to the service 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, 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 of 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 the agreement and/or 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 the agreement and/or these terms if greater than SEK 2 000.
(e) Due to the nature of the agreement, 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.
- Changes and amendments to these Terms and/or the Agreement
Universum retains the right to change at any time the structure of the Service as well as these Terms. Changes to the Terms come into force seven (7) days after the amended Terms have been sent to the Partner.
The Partner may not assign or transfer the obligations under the Agreement and/or these Terms. 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 small adjustments to the Agreement and/or 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 the Agreement and/or these Terms.
- Breach of Agreement
Universum shall have the right, without repayment of invoices paid, to give notice of termination or terminate the Agreement 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 Partner’s cost for the License is specified in the Agreement, including which tiers and extra content the Partner is entitled to.
Unless otherwise agreed between the Parties; Universum shall invoice the Partner at the beginning of each subscription for a whole year in advance. The payment period for invoices shall be net 30 days.
- 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 of the Agreement 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 the Agreement, the Partner undertakes not to actively recruit personnel from Universum without prior written acceptance from Universum during the term of the Agreement, and for a period of two (2) years thereafter.
The Agreement, together with 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.
- Governing law and disputes
The Agreement as well as 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 the Agreement and/or 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: Stockholm, June 2018
Information regarding processing of personal data
(APPENDIX TO Terms & Conditions)
This document aims to inform you of Universum’s processing of your personal data. You (the “User”) receive this information in your capacity as a natural person employed and/or in any other way working for, or representing, a customer of Universum (the “Partner”), and thus have access to the services provided by Universum. The information provided through this document is applicable for all services provided by Universum for Partners and their Users, and serves as an integrated part of the terms and conditions entered into between Universum and the Partner.
Any reference to “Universum” or “us” in this document shall mean any applicable company with Universum Communications Sweden AB as the parent company. Its subsidiaries inter alia include Universum Communications Ltd, Universum Communications SA (PTY) LTD, Universum Communications Norway A/S (NO), Universum Business Consulting Shanghai Co. Ltd, Universum Communications Switzerland AG, Universum Communications SARL, Universum Communications Pte. Ltd, Universum Communications Holding Inc, and Universum Communication Inc.
Universum always processes personal data in accordance with the General Data Protection Regulation (GDPR) as well as any national (mainly Swedish) legislation, regulations etc. applicable to the processing of personal data.
- What is personal data?
Personal data is any kind of information that directly or indirectly refers to an identified or identifiable natural person. Typical examples of personal data are names, e-mail address, and civic registration numbers, but also information such as phone numbers, photographs and postal address may constitute personal data.
- Who is the Data controller/ processor of personal data?
According to the EU regulation on the protection of personal data (the “GDPR”), the Data Controller is the entity that decides the purpose and means for the processing of personal data. TheController has the ultimate responsibility to ensure the legality of the processing of personal data. The Data Controller may employ other entities to process parts of or the entire processing on behalf of the controller. Said entity is called the Data Processor.
Subject to the services provided by Universum, including but not limited to Activation, Research and Consulting (collectively referred to as the “Services”), Universum acts as Data Processor and the Partner as Data Controller.
- Universum’s processing of your personal data
When accessing and using the Service, you as a User will be asked to provide personal information. The information can include your telephone number, e-mail address, name, and sometimes pictures, career profile information, technical data as well as any other information you choose to provide (“Personal Data”).
In order to perform the Service ordered by the Partner, Universum processes the Personal Data, as part of the assignment agreed upon between the Partner and Universum. Universum cannot perform its obligations to conduct the Service in accordance with the Agreement without Users’ Personal Data. For this reason, Universum’s processing of Personal Data is necessary for the fulfillment of the Agreement with the Partner. It is not mandatory for you to provide your Personal Data, but if you chose not to, you will not be able to access and take part in the Service.
Universum will process your Personal Data until the complete delivery of the Service has been made. This may vary depending on the Service in question.
- Security measures
For Universum, guaranteeing proper safety for Personal Data is of utmost importance. Personal Data is protected by both technical and organizational measures, including computer safeguards such as firewalls and data encryption. We urge you to always keep passwords secret and to avoid any unauthorized access to user accounts.
- Transfer of personal data
Universum uses third party servers located in the EU/EEA and the USA for storage of personal data and for sub-processor-services related to and incorporated as part of the Service. Transfer of Personal Data is only performed after careful consideration and with suitable data processing agreements in place with the receiver of data on our behalf. For the transfer of Personal Data outside of EU/EEA, Universum will always secure the same level of protection of Personal Data as if processed within the EU/EEA by entering into standard contractual clauses in accordance with GDPR, or in other ways ensuring that there is a legal basis for the transfer or processing in accordance with GDPR, such as the EU Commissions Standard Contractual Clauses. We may transfer Personal Data to our technical subcontractors and partners for the explicit purpose of fulfilling our Agreement. All subcontractors and sub-processors have undertaken to process Personal Data under confidentiality.
- Aggregated data
Anonymous and aggregated User information may be used to generate statistics and comparison data for the benefit of our users. The aggregated results can also be used for the purpose of market research surveys and marketing and may be sold or forwarded to Universum business partners and customers. Universum never transfers or sells Personal Data. In aggregated form or anonymized, the once personal information no longer constitutes Personal Data, and the information is thus not traceable to an identifiable individual and cannot be used to identify the person from whom the information came.
- Your rights
Users have the right to obtain an extract of the information processed about the User. If you want to obtain such a statement, or wish to correct information or data, object to, or request that the processing of your Personal Data is restricted, you are welcome to contact Universum at firstname.lastname@example.org. Universum will also assist you, if requested in an email sent to the aforementioned e-mail address, with the deletion of information regarding you and your use of the Service. However please be aware that if you ask Universum to delete all your information it may affect your usage of the Service, which in turn may affect the Partners of the same.
- Contact details
Universum Communications Sweden AB (“Universum”), Swedish company registration no. 5565875993, Jakobsbergsgatan 22, 111 44 Stockholm, Sweden, email address: email@example.com.
Stockholm, June 2018