- Basic understanding
In these Terms and Conditions any reference to “Universum” or “us” 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.
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/analytics (“Research”), consulting services/advisory (“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 govern and apply 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.
- Commencement of the Agreement
This Agreement enters into force when both Parties have confirmed it.
- Term and termination
This Agreement shall be valid from the day of confirmation until complete delivery of the Service has been made. Provided however that clauses 6, 7, 8, 9, 16 and 18 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.
Universum always processes personal data in accordance with the General Data Protection Regulation (GDPR) as well as any national legislations, regulations etc. applicable to the processing of personal data. When performing the Services, Universum acts as the Data Processor, and the Partner as Data Controller.
When entering into the Agreement with Universum and accessing the Service, Users will be asked to provide personal information. The information can include the User’s telephone number, e-mail address, name, and sometimes pictures, career profile information, technical data as well as any other information the User chooses to provide (“Personal Data”). In the hereto attached Order Confirmation, the details of the Service are specified. 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 the Personal Data is necessary for the fulfillment 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 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 with you. All subcontractors and sub-processors have undertaken to process personal data under confidentiality.
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.
Users have the right to obtain an extract of the information Universum holds about the User. Unless the Parties agree otherwise, Universum will collect User requests for such a statement, or if the User wishes to correct information or data, object to, or request that Universum restricts a certain processing of his/her data. Users are welcome to contact Universum at firstname.lastname@example.org. 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 its use of the Service. However, as Universum acts as Processor of Personal Data, Universum will request the Partner’s instructions/permission before transferring any data to the User. Universum will not disclose any personal data to anyone, even the data subject itself, without instructions or explicit legal obligation to do so.
If a User asks Universum to delete all his/her information it may affect the User’s usage of the Service, which in turn may affect your use of the same
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.
- Intellectual property rights
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 undertakes 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 grants the Partner a non-exclusive, non-transferable, non-sublicensable right to use the Deliverables internally within Partner’s organisation. All other usages 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, and thus a Deliverable, the Partner hereby grants Universum a non-exclusive, non-transferable, non-sublicensable right to use such Pre-Existing IP in order to perform the Service.
In order to promote the cooperation 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.
- 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 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 of 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.
- Breach of the 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 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.
- Amendments of the Agreement
Universum can; (a) after written notification, make small adjustments to the these Terms such as, 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.
- Invoicing and fees
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.
- Force Majeure
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 include 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.
- Governing law and disputes
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, 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 email@example.com. 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: firstname.lastname@example.org.
Stockholm, June 2018