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 Communications Sweden AB and its subsidiaries and affiliated companies inter alia include Universum Communications SA (PTY) LTD, Universum Business Consulting Shanghai Co., Universum Communications Ltd, Universum Communications SARL, Universum Communications Holding Inc., Universum Communications Inc., Universum Communications Switzerland AG, Universum Nova A/S and Universum Communications Pte. Ltd.
In these Terms and Conditions any reference to “Partner” shall mean you as a customer of Universum.
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 Universum’s standard research (“Research”), consulting services (“Consulting”), activation products (“Activation”) and any other applicable media service which Universum provides. Activation, Research and Consulting as well as any other deliverable or service provided by Universum is jointly called the “Service” in these Terms and any products produced when performing the Service is hereinafter called the “Deliverables”. The Service is delivered as specified and agreed between the Parties in the order confirmation (“Order Confirmation”) to which these Terms is appended (the “Agreement”). These Terms governs and applies to each Order Confirmation that the Parties might execute under the Agreement. In these Terms any reference to the Agreement shall include each and every Order Confirmation executed between the Parties thus all services performed under any Order Confirmation shall be referred to herein as the Service. For the avoidance of doubt; in the event of any conflict between the terms of an Order Confirmation and the Terms of the Agreement, the Terms of the Agreement will control.
Notwithstanding the foregoing, the precedence of the Terms of the Agreement shall not apply to separate terms regarding Consulting. For the avoidance of doubt; in the event of any conflict between the terms of Consulting and the Terms of the Agreement, the terms of Consulting will control.
When accepting these Terms thus entering into the Agreement you as a Partner undertake to assist Universum and provide Universum with necessary information that Universum may need from time to time in order to perform the Service.
This Agreement enters into force when both Parties have confirmed it.
This Agreement shall be valid from the day of confirmation until complete delivery of the Service has been made. Provided however that clauses 5, 6, 7, 15 and 17 shall continue to be valid in accordance with what is stated therein.
The rights and obligations of Universum in accordance with the Agreement may be freely transferred. The Partner may not enter into an agreement with any other party regarding similar services as the Service without Universum’s prior written consent.
Under this Agreement, ”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 this Agreement 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 this 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 clause 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 this 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.
Unless otherwise is agreed in writing between the Parties the Partner acknowledges that any and all of the copyright, trademarks, trade names, patents, content, ranking lists, customer- and employer profiles and lists, print media and other intellectual property rights, whether registered or not, provided or created by Universum as a Deliverable or otherwise when performing the Service shall be and remain the sole property of Universum. Partner shall not during or at any time after the expiry of this Agreement (whether in whole or with respect to support only) in any way question or dispute the ownership by Universum or such mentioned other party.
By accepting these Terms thus signing the Agreement the Partner hereby undertake not to use, modify, disseminate, sell or save the Service and/or Deliverables provided by Universum and not to publish or indirectly cause the publication of articles, survey results or other material produced by Universum. Universum hereby grant the Partner a non-exclusive, non transferable, non sub licensable right to use the Deliverables 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, Deliverables or findings presented by Universum under this Agreement, to a third party.
As for Deliverables relating to Consulting and Activation the Partner owns the intellectual property rights to the pre-existing IP provided by Partner (“Pre-Existing IP”). If such Pre-Existing IP is incorporated into the Service thus a Deliverable the Partner hereby grants Universum a non-exclusive, non transferable, non sub licensable right to use such Pre-Existing IP in order to perform the Service.
In order to promote the co-operation under this Agreement, a Party may use the other Party’s logos, trademarks, trade names and other intellectual property rights. However, all such use must be pre-agreed between the Parties.
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.
(a) THE PARTNER ASSUME ALL RESPONSIBILITY AND RISK FOR IT’S USE OF THE SERVICE, THE INTERNET GENERALLY, AND THE DOCUMENTS THAT ARE POSTED OR ACCESSED AND FOR THE PARTNER’S CONDUCT ON AND OFF ANY SITE PROVIDED BY UNIVERSUM.
(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 OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO THE PARTNER. IF ANY PROVISIONS 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 THIS AGREEMENT, 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 THIS AGREEMENT IF GREATER THAN SEK 2 000.
(e) Due to the nature of this Agreement, in addition to monetary damages, Partner agrees that Universum will be entitled to equitable relief upon a breach of this Agreement by the Partner.
Universum retains the right to change at any time the structure of the Service including, but not limited to, the career profiles, methods, technical specifications, systems and other functions, 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 this Agreement. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
If any provision of this Agreement is 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 this Agreement, which shall remain in full force and effect.
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 otherwise may be considered to be insolvent; (b) the Partner ceases to observe its obligations in accordance with this Agreement 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.
Universum can; (a) after written notification, make small adjustments to the these Terms such as for example, but not limited to, adjusting certain terms so that cost increases (for example, increases in postage or charges for credit information) are borne by the Partner; and (b) however, not earlier than thirty (30) days after written notification, make other amendments to the Agreement. If the Partner does not accept such changes as are stipulated under (a), the Partner shall have the right to give notice of termination of the Agreement with thirty (30) days’ notice. Such notice of termination shall be made not later than thirty (30) days after the Partner has received the message notifying the amendment.
The Partner´s cost for use of the Service is specified in the Agreement, including to which market(s) the Service will be provided.
Unless otherwise agreed between the Parties; Universum shall invoice the Partner ten (10) days after the Partner´s receipt of the Order Confirmation, provided however that no written objection regarding the content of the Order Confirmation is made by Partner within such period. The payment period for invoices shall be net thirty (30) days.
Neither Party shall be liable to the other for any delay in performance or failure to perform its obligations in accordance with this Agreement where such delay or failure is due to circumstances beyond its control and unknown to it at the date of this Agreement, such circumstances includes but are 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 this 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 (2) days after delivery for mailing. Change of address shall be notified to a Party in the manner stated herein.
By the execution of this Agreement, Partner undertakes not to actively recruit personnel from Universum without prior written acceptance from Universum during the term of this Agreement, and for a period of two (2) years thereafter.
This Agreement, together with 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.
This Agreement 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 local law, to the minimum extent possible, of the applicable Universum company shall apply instead.
Any 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, February 2018