Universum's Standard Terms & Conditions For Universum's Products & Services

Principles of the cooperation between the Customer and Universum

1. Basic Understanding

In these Terms and Conditions any reference to Universum Communications Sweden AB (hereinafter referred to as “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 Communication Norway AS, Universum Business Consulting Shanghai Co. Ltd, Universum Communications Switzerland AG, Universum Communications SARL, Universum Communications Pte. Ltd, Universum Employer Branding Services GmbH, Universum Communications Italy S.R.L., Universum Communications Inc. and its Affiliates, with its registered office in Stockholm, Sweden and being part of the StepStone Group (hereinafter referred to as “StepStone”) headquartered in Germany.

In these Terms and Conditions any reference to “Client” shall mean you as a customer of Universum.

Universum and Client are hereinafter individually referred to as a “Party” and jointly the “Parties”.

In these Terms and Conditions, “Affiliates” means legally independent business enterprises which a) hold the majority of the shares or voting rights in another business enterprise (majority shareholding) and business enterprises subject to any such majority shareholding, or b) are able to exert a direct or indirect controlling influence on another business enterprise (control relationship) and business enterprises subject to such control relationship, or c) are subject to a common management or have another dependent relation among each other (group relationship).

2. Subject Matter of the Contract

2.1. The subject matter of the contract between the Parties is specified in the respective Proposal by Universum, together with the documents and agreements referred to therein, including these Terms and Conditions (the “Agreement”).

2.2. These provisions (the “Terms”) regulate inter alia the Terms and Conditions of the use of Universum’s employer branding academy/EBA (“Academy”), research/analytics services (“Analytics”), consulting /advisory services (“Advisory”), communication/media/activation services (“Activation”) and any other applicable service which Universum provides. Academy, Activation, Analytics and Advisory as well as any other deliverable or service provided by Universum are 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 Proposal (sometimes also referred to as statement of work, SOW or offer) (“Proposal”). Once accepted in writing by the Client, the Proposal will function as an order confirmation and in these Terms be referred to as the order confirmation (“Order Confirmation”).

2.2.1. 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 or any other agreement that was included in the Order Confirmation and these Terms, the provisions of the Order Confirmation and the terms of an individually agreed contract will prevail.

2.2.2. Customized Services will be prepared and laid down by the Parties jointly in project scopes with performance specifications or another overview of such kind (“Performance Specifications”) before and/or during the performance.

2.2.3. Notwithstanding the foregoing, the precedence of these Terms shall not apply to separate terms regarding customized Services. For the avoidance of doubt, in the event of any conflict between the terms for customized Services and these Terms, the terms of customized Services will prevail.

2.2.4. Notwithstanding the above, these Terms will always prevail over any other general terms and conditions communicated by the Client, unless the Parties agree otherwise.

2.2.5. Any offers which deviate from the Order Confirmation, as well as any other drafted agreements, which serve the evaluation of the cooperation and which were exchanged between the Parties in the course of negotiations are non-binding, including in relation to prices, delivery dates, technical, data, Performance Specifications and quality descriptions.

3. Conclusion of the Agreement

The Agreement between the Parties comes into effect when Universum receives the acceptance of the Proposal by mail, fax, e-mail or in another electronic form from the Client, with date and signature.

4. Term and Termination

The Agreement shall be valid from the day of confirmation from Universum until complete delivery of the Service has been made. unless otherwise agreed in the Order Confirmation or a contract referred to therein.

5. Transfers of Rights and Obligations

The rights and obligations of Universum in accordance with the Agreement may be freely transferred. The Client may not enter into an agreement with any other party regarding similar services as the Service without Universum’s prior written consent.

6. Duties of cooperation

The Client undertakes to assist Universum and provide Universum with necessary information that Universum may need from time to time in order to perform the Service.

7. Privacy Policy

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 Client as Data Controller.

In this Privacy Policy, any reference to “Client” shall mean you as a customer of Universum, including any natural persons who are employed and/or in any other way are working for the Client and have access to the Service provided by Universum in their capacity as a representative of the Client (the “User”). The Client is responsible for providing the Users with the information regarding processing of personal data as described in the attached Appendix and, when applicable and necessary, collecting consent from the Users.

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 Proposal, 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 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 the Service 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 Clients, including Users, to always keep passwords confidential 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 but does not rule out also using third party serves located outside the EU/EEA 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 the EU/EEA, Universum will always secure the same level of protection of Personal Data as if processed within the EU/EEA by entering into EU Commissions 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. We may transfer Personal Data to our technical subcontractors and Clients 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, product development and marketing, and may be sold or forwarded to Universum’s business Clients 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 Users wish to correct information or data, object to, or request that Universum restricts a certain processing of their data. Users are welcome to contact Universum at contact@universumglobal.com. 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 Client’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 Users ask Universum to delete all their information it may affect a User’s usage of the Service, which in turn may affect your use of the same.

8. Confidentiality

”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.

9. Intellectual Property Rights

Unless otherwise agreed in writing between the Parties, the Client 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. The Client 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.

The Client hereby undertakes not to use, modify, disseminate, sell or save the Service and/or Deliverables provided by Universum for external and/or commercial purposes and not to publish or indirectly cause the publication of articles, survey results or other material produced by Universum. For the internal use within the Client’s organisation, Universum hereby grants the Client a non-exclusive, non-transferable, non-sublicensable, non-commercial, unrestrictive right to use the Deliverables. All other usage shall be according to a separate agreement. In no event shall the Client sell, transfer or market any information, results, Deliverables or findings presented by Universum under this Agreement, to a third party.

As for Services and Deliverables relating to Academy the Client acknowledges that by participating in an Academy course the Client will get access to certain knowledge, course material and other documentation which are the sole property of Universum and are included in its Intellectual Property Rights. The Client and Users hereby undertake to use such knowledge and/or material obtained during the Academy course solely for its own internal use and may not use it for any external commercial purposes. For the avoidance of doubt, the Client shall neither itself nor in the capacity of owner, Client, consultant, agent, freelancer or adviser in another company, neither directly nor indirectly, support or carry on any operation which competes with Universum by using such knowledge and/or material as referred to herein. This non-compete obligation applies as long as this Agreement is in force and for a period of thirty-six (36) months thereafter.

The Client acknowledges that any violation of the competition restriction stipulated in this clause will constitute a material breach of this Agreement and cause substantial harm to Universum for which damages would not be a fully adequate remedy and therefore, in the event of any such breach, in addition to any other available remedies, Universum shall have the right to seek further compensation and measures, including but not limited to injunctive relief.

As for Deliverables relating to Advisory and Activation the Client owns the intellectual property rights to the pre-existing IP provided by the Client (“Pre-Existing IP”). If such Pre-Existing IP is incorporated into the Service, and thus a Deliverable, the Client 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, Universum reserves the right to publish the Deliverables created by Universum for the Client’s Activation campaigns on Universum’s website and social media accounts after the delivery of the Deliverables. Apart from that a Party may use the other Party’s logos, trademarks, trade names and other intellectual property rights. However, such use must be pre-agreed between the Parties for all Deliverables that are not connected to any Activation campaigns’ Deliverables.

10. Disclaimer

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 Service.

11. Indemnification

The Client shall indemnify Universum against all claims, demands, suits, liabilities, costs, expenses (including reasonable incurred legal fees), damages and losses suffered or incurred by Universum arising out of any third-party claim that a Deliverable infringes, any patent, copyright, trade secret, or other intellectual property right of any third party.

This indemnity shall not apply to the extent that a claim under it results from Universum’s gross negligence or wilful misconduct.

12. Limitation of liability

(a) The Client 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 Client’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 Client. If any provisions are held inapplicable or unenforceable for any reason, then Universum’s maximum liability to the Client for any non-direct type of damages shall be limited to the total amount paid from the Client 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 Client to Universum under this agreement if greater than SEK 50 000.

(e) Due to the nature of the Agreement, in addition to monetary damages, Client agrees that Universum will be entitled to equitable relief upon a breach of this Agreement by the Client.

13. Changes

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, subcontractors, 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 Client.

The Client may not assign or transfer the obligations under the 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 the 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 the Agreement, which shall remain in full force and effect.

14. 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 Client 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 Client ceases to observe its obligations in accordance with the Agreement and there is cause to assume that the Client will not observe its obligations;

(d) if information emerges to the effect that the Client has not fulfilled Universum’s requirements concerning credit status.

15. Amendments of the Agreement

Universum can;

(a) after written notification, make small adjustments to 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 Client; and

(b) however, not earlier than thirty (30) days after written notification, make other amendments to the Agreement. If the Client does not accept such changes as are stipulated under (a), the Client shall have the right to give notice of termination of the Agreement with a thirty (30) days’ notice. Such notice of termination shall be made not later than thirty (30) days after the Client has received the message notifying the amendment.

16. Invoicing and Fees

The Client´s cost for the 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 Client ten (10) days after the Client´s receipt of the Order Confirmation, provided however that no written objection regarding the content of the Order Confirmation is made by Client within such period. The payment period for invoices shall be net thirty (30) days.

For Services that are paid via credit card the Client expressly agrees that Universum is permitted to invoice and charge the Client’s credit card the applicable fees, any applicable taxes and/or other charges that the Client may incur with Universum in connection with the Client’s use of such Service. Such fees, taxes and related charges will be billed to the credit card that the Client provides at the time a fee or charge is due and payable. The Client agrees to allow Universum, or our Affiliates or services providers, to process and store the Client’s payment information.

If a payment is not received or cannot be charged to the Client’s credit card for any reason in advance of the applicable subscription term, Universum reserves the right to either suspend or terminate the Client’s access to the Service, and at Universum’s sole discretion, terminate this Agreement.

If Universum does not receive payment from the credit card issuer, the Client agrees to pay all amounts due to Universum immediately upon demand by Universum.

Universum may take commercially reasonable actions to validate a Client’s credit card. The Client confirms that it has been informed and agreed to the fact that all purchases are final and non-refundable under permissible law.

17. 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 where such delay or failure is due to circumstances beyond its control and unknown to it at the date of the 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, pandemics, epidemics, 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.

18. Communication

Notice of termination or other communication shall be made through 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 sent by registered letter: two (2) days after the delivery for mailing. Any change of address shall be notified to a Party in the manner stated herein.

19. Non-Solicitation

The Client undertakes not to actively recruit personnel from Universum without prior written acceptance from Universum during the term of a business relationship, and for a period of two (2) years thereafter.

20. Governing Law and Disputes

These Term and all agreements between the Parties 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: Stockholm, February 2023

INFORMATION REGARDING PROCESSING OF PERSONAL DATA

(APPENDIX TO UNIVERSUM’S 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 “Client”), 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 Clients and their Users and serves as an integrated part of the terms and conditions entered into between Universum and the Client.

Any reference to “Universum” or “us” in this document 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 Communication Norway AS, Universum Business Consulting Shanghai Co. Ltd, Universum Communications Switzerland AG, Universum Communications SARL, Universum Communications Pte. Ltd, Universum Employer Branding Services GmbH, Universum Communications Italy S.R.L., Universum Communications Inc. and its Affiliates, with its registered office in Stockholm, Sweden is part of the StepStone Group (hereinafter referred to as “StepStone”) headquartered in Germany.

“Affiliates” means legally independent business enterprises which a) hold the majority of the shares or voting rights in another business enterprise (majority shareholding) and business enterprises subject to any such majority shareholding, or b) are able to exert a direct or indirect controlling influence on another business enterprise (control relationship) and business enterprises subject to such control relationship, or c) are subject to a common management or have another dependent relation among each other (group relationship).

Universum always processes personal data in accordance with the General Data Protection Regulation (GDPR), if applicable, as well as any national legislations, regulations etc. applicable to the processing of personal data.

1. 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.

2. 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. The Controller 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 Academy, Activation, Analytics and Advisory (collectively referred to as the “Services”), Universum acts as Data Processor and the Client as Data Controller.

3. 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 Client, Universum processes the Personal Data, as part of the assignment agreed upon between the Client 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 fulfilment of the Agreement with the Client. 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.

4. Security Measures

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 you to always keep passwords secret and to avoid any unauthorised access to user accounts.

5. Transfer of Personal Data

Universum uses third party servers located in the EU/EEA but does not rule out also using third party services outside the EU/EEA 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 EU Commissions 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. We may transfer Personal Data to our technical subcontractors and Clients for the explicit purpose of fulfilling our Agreement. All subcontractors and sub-processors have undertaken to process Personal Data under confidentiality.

6. 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, product development, and marketing, and may be sold or forwarded to Universum business Clients 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.

7. 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 contact@universumglobal.com. Universum will also assist you, if requested in 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 Clients of the same.

8. Contact Details

Universum Communications Sweden AB (“Universum”), Swedish company registration no. 5565875993, BOX 7053, 103 86 Stockholm, Sweden, email address: contact@universumglobal.com.

Last update of the Terms: Stockholm, February 2023