General terms
The 1st August 2024
Table of contents
Introduction
1 Terms and definitions
2 General
3 Changes in agreement
4 Terms of payment
5 Price adjustments
6 Ownership and use of data
7 Software
8 Right of use
9 Change of subscription level
10 Treatment of intellectual property rights
11 Privacy
12 Support
13 Contract term and termination
14 Limitation of liability
15 Dispute
Introduction
These terms and conditions ("Terms") apply to the Services specified in the Service Agreement entered into between:
(i) GPTW (acting on its own behalf and on behalf of each GPTW Licensee and GPTW Licensor) (“Great Place to Work” or “GPTW”); and
(ii) the Customer specified on the Service Agreement (acting on its own behalf and, if applicable, on behalf of each subsidiary);
GPTW and the Customer are each a "Party" and jointly the "Parties".
GPTW offers subscription services that assess workplace culture and performance, and enable workplace certification to help companies and organizations evaluate and improve their workplaces.
The CUSTOMER wishes to purchase a subscription to such Services from GPTW in accordance with the terms of the Agreement.
TERMS
1 Terms and definitions
Capitalized terms not defined in Section 1 have the meaning set forth in the applicable Sections of the Terms.
1.1 "Aggregated data" refers to
a) the customer-specific information, data and content contained in any reports delivered by GPTW to the Customer in accordance with the Agreement and
b) all other aggregated data derived from raw data and delivered by GPTW to the customer in accordance with the Agreement. For the avoidance of doubt, Aggregate Data does not include any Raw Data or Customer Data.
1.2 "Fees" refers to the fees that the customer must pay to GPTW as specified in the Agreement.
1.3 "Agreement" refers to the Parties' agreement regarding the Services consisting of the service agreement, these Terms and all other documents and attachments that apply between the Parties.
1.4 “Assessment” means any assessment of the Customer's employee responses carried out by GPTW as part of the Services whereby GPTW uses its [automated] tools and methods to assess and measure workplace culture and performance (including, but not limited to, the tools and methods Trust Index Survey, Culture Audit, Culture Brief, Trust Model and Methodology).
1.5 "Certification" refers to the process through which the Customer, after a completed Assessment and under the condition that the outcome of the Assessment meets the certification requirements applicable at any time, can obtain a "certification" for the Customer's workplace culture and performance (as applicable)".
1.6 "Data" refers to Raw Data and Aggregated Data.
1.7 "Intellectual property rights" refers to all intellectual property rights (including but not limited to copyrights, designs, trademarks, database rights, inventions and patents as well as the rights to registrations and/or applications for registration thereof as well as all trade secrets, know-how and company-specific knowledge and information) recognized in any country or jurisdiction in the world.
1.8 "Customer's subsidiary" refers to the Customer's wholly-owned and majority-owned subsidiaries.
1.9 "Customer Data" means data and information that the Customer owns and provides to GPTW so that GPTW, as part of the Services, can conduct an Assessment (for example, demographic and business information necessary to distribute the Survey to participants such as email address, employment -ID and other personally identifying information) and the own data that may be provided by the Customer to GPTW for the Culture Audit or Culture Brief. To avoid misunderstandings, it is noted that Customer Data neither includes Aggregated Data nor Raw Data.
1.10 "Raw data" refers to the confidential and anonymous responses that GPTW receives from the Customer and the Customer's employees in connection with, for example, a Trust Index survey, Culture Audit, Culture Brief, interview with focus groups and/or one-to-one interviews administered by GPTW in accordance with the Agreement. To avoid misunderstandings, it is noted that Raw Data neither includes Aggregated Data nor Customer Data.
1.11 "Software" refers to all software owned or licensed by GPTW and used by the Customer to use the Services.
1.12 "Late Payments" has the meaning set out in Section 4 Payment Terms.
1.13 "Service Agreement" refers to the document drawn up between the Parties which, among other things, specifies the Service(s) ordered by the Customer from GPTW and which are subject to these Terms.
1.14 "Services" means the services (including all Surveys and Assessments) that GPTW will perform for the Customer as described in the [applicable Service Agreement].
1.15 "Survey" means the web-based customer employee engagement survey conducted as part of the Services and consisting of GPTW's standard survey questions and/or additional questions requested by the Customer and which GPTW agrees to include in the survey.
2 General
2.1 The agreement and the Services provided under it shall be interpreted in accordance with Swedish law.
3 Changes in agreement
3.1 Great Place to Work has the right to change these Terms at any time during the validity period of the Agreement. Such changes enter into force thirty (30) days after Great Place to Work notifies the Customer thereof by email to the contact person according to the Agreement. If the Customer does not approve the change, the Customer may terminate the Agreement with immediate effect by notifying Great Place to Work in writing no later than the day before the change takes effect. If the Customer does not terminate the Agreement as stated above, the Customer is deemed to have accepted the change.
3.2 Great Place to Work has the right to change the method of obtaining and sharing information as well as the method of reporting outcomes, etc. of employee responses when using the Services in accordance with the standard that Great Place to Work chooses to apply on each occasion.
4 Terms of payment
4.1 All prices are stated excluding VAT.
4.2 Payment must be made within 20 days from the invoice date (or the later date specified in the invoice). Invoicing occurs immediately after the signing of the agreement and thereafter according to the agreed order interval.
4.3 Expenses for possible shipping, travel and accommodation will be added.
4.4 For Agreements valid for a period longer than one year, invoicing takes place annually in advance where the first invoicing takes place in connection with the signing of the Agreement and thereafter every year at the same time.
4.5 [The assessment tools and methods] Employee survey, Culture Audit and Culture Brief respectively can be used up to 12 months from the current invoice date. If the Customer does not use the assessment tools or methods within this period, the Customer's opportunity to implement them expires.
4.6 Reminders and Debt Collection
a) In the event of delayed payment, a reminder fee of 60 SEK per reminder will be charged, in accordance with statutory provisions. The reminder fee will be added to the original invoice.
b) In the event of delayed payment, late payment interest will be charged from the due date until payment is made. The late payment interest rate is the reference rate plus eight (8) percentage points, in accordance with the Interest Act, unless otherwise agreed.
c) If payment is not made after a reminder and the case is handed over to a debt collection agency, a collection fee will be charged in accordance with statutory provisions. The customer is responsible for all costs incurred in connection with the debt collection process.
5 Price adjustments
5.1 The price of the current Service is adjusted annually based on the preliminary Labor Cost Index for civil servants (LCI tjm, B-S All industries excl. agriculture, etc., hereinafter "LCI") with base year 2008.
5.2 The agreed price for each Service (the "Price") is adjusted according to LCI for the third quarter of the year before the Agreement was entered into (the "Base Price").
5.3 Should the LCI for the above-mentioned quarter in any subsequent year have risen in relation to the Basal Year, additions to the Price (reported in the form of a new, increased price) shall be issued with the percentage by which the index number has changed in relation to the Basal Year.
5.4 In the future, the Price must be adjusted in relation to the index changes, whereby the price change is calculated on the basis of the percentage change between the base figure and the LCI for the third quarter of the previous year and the first quarter of the current year, respectively.
5.5 The new Price is applied from the time the Agreement is extended.
5.6 However, the new Price shall never be lower than the latest (adjusted) Price applicable to the Customer.
6 Ownership and use of data
6.1 Customer Data.
a) As between GPTW and the Customer, the Customer Data, and all Intellectual Property rights therein or related thereto, are and shall remain the exclusive property of the Customer or its licensors.
b) GPTW will use the Customer Data to perform the Services, and the Customer hereby grants GPTW an unlimited, royalty-free and transferable right to use the Customer Data for these purposes during the term of the Agreement. All personal information included in customer data will further be handled in accordance with section 11 Privacy.
6.2 Aggregated data and Raw data.
a) As between GPTW and the Customer, the Aggregated Data and Raw Data, and all Intellectual Property rights therein or related thereto, are and shall remain the exclusive property of GPTW with full and unrestricted ownership.
b) Raw data (or any copy thereof) will not be provided to the Customer to ensure the confidentiality of the Customer's employees and their responses within the scope of the Surveys. Customer may only use Aggregated Data in accordance with what is stated in this section.
c) GPTW undertakes to use Aggregated Data solely for GPTW's purposes, including without limitation for benchmarking, creation of best practices, certification of companies as recognized workplaces, creation of lists of companies for publication, statistical analysis and other R&D purposes.
d) In order to ensure the confidentiality of the Customer's employees and their responses within the framework of the Surveys, GPTW will not report the results in Assessments where fewer than five (5) people in a group have responded.
7 Software
7.1 The software is delivered "as is" as standard software.
7.2 Great Place To Work reserves the right, at its sole discretion, to make improvements, add, change or remove functions or correct any errors in any part of the Software without this entailing any kind of obligation or liability on the part of GPTW. If such a change results in the removal of functions in the Software that constitute an essential part of the Service in question or does not work for a continuous period exceeding 3 months, the Customer has the right to terminate the relevant Service and to receive a proportionate refund of any Fees paid in advance for the relevant Service (corresponding to the time after termination that the Service in question will not be used).
7.3 Great Place To Work reserves the right to cease providing any Software, in whole or in part, by notifying the Customer 3 months in advance. The Customer is entitled to a proportionate refund of any Fees paid in advance for the relevant Service (corresponding to the time that the relevant Service for which the Software is used will not be able to be used after the end date of the relevant Software). Customer shall cease use of the Software after the termination date and, other than its right to any refund, shall not have any other right against Great Place To Work by reason of Great Place to Work ceasing to provide any Software.
8 Right of use
8.1 The Customer is granted a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Software, solely for the Customer's internal business operations and in accordance with these Terms.
8.2 For the avoidance of misunderstandings, "internal business operations" means activities that only relate to the Customer's own business and shall under no circumstances be interpreted to mean that the Customer has the right to further provide any Software to third parties or to use the Software in or for any company in which the Customer owns or controls less than 50%.
8.3 The right of use may not, in whole or in part, be transferred or assigned to anyone else under any circumstances (which shall include but not be limited to mergers, bankruptcy or change of ownership or control) without the prior written permission of Great Place To Work in each individual case (which shall not be refused without reason).
8.4 The Customer is solely responsible for all use of the Software, including any access or integration by third parties or with other applications. The Customer is solely responsible for the content and legality of the Customer Data and may not transmit or insert harmful code, data or the like (such as viruses) into or using the Software, nor use the Software for any illegal or harmful purpose.
9 Change of subscription level
9.1 The customer has the opportunity at any time during the validity period of the Agreement to move up in Subscription level and/or increase the number of employees to be examined within the scope of the Services in question.
9.2 Prior to the extension of the Agreement, the Customer has the right, at least 1 month before the date of the extension of the Agreement, to downgrade the Subscription Level and/or the number of employees to be investigated within the scope of the Services in question
9.3 In the event of a change in Subscription Level, the Price will be adjusted to the price that applies in accordance with the price list valid at any time for the remainder of the contract period.
10 Treatment of intellectual property rights
10.1 All ownership rights in the Services, Materials, Methods, Survey Instruments, Presentations, Applications, Algorithms, Tools (including but not limited to Culture Audits, Culture Briefs, Trust Index Survey Questions, Trust Model and Methodology), Organizational Breakdowns and [Aggregated Data] and [ Raw Data] (including, but not limited to, all intellectual property rights arising therefrom) relating to, or resulting from, GPTW's Services are held by GPTW with unrestricted ownership rights. No part of the Agreement shall be construed as a transfer of GPTW's Intellectual Property Rights to the Customer, its employees or any other third party.
10.2 Ownership of all Intellectual Property rights, work results, materials, [Aggregated data], [Raw data] and other documentation and results that arise, are created or otherwise appear during the performance of GPTW's Services under the Agreement vests with GPTW with unlimited ownership rights.
10.3 All material supplied by Great Place to Work to the Customer may be used and distributed freely, provided that proper attribution is always given indicating “Great Place to Work®” as the original author.
10.4 “Great Place to Work®” is a registered EU trademark.
10.5 In cases where the Customer, in writing or orally, chooses to communicate parts of the survey or use methodology or structure that has been provided by Great Place to Work, Great Place to Work must always be mentioned as the source of the material and/or information.
10.6 Great Place to Work wants to draw the attention of its customers to good examples regarding how personnel and workplace issues are managed at various customers. Great Place to Work may mention the Customer in positive terms and in a manner beneficial to the Customer at seminars and discussions.
10.7 If the Customer reaches certification level, the Customer hereby agrees that the Customer's logo and/or trademarks may be used on the Great Place to Works website. The customer is responsible for, upon request from Great Place to Work, submitting relevant material to the contact person specified by Great Place to Work.
11 Privacy
11.1 All Customer Data that the Customer provides to GPTW in connection with its provision of the Services will, during the validity period of the Agreement, be treated by GPTW as confidential information and will not be disclosed to third parties without the prior written consent of the Customer. GPTW will use Customer Data solely for the purpose of fulfilling its obligations under the Agreement. The parties acknowledge and agree that Customer Data does not include Raw Data and Aggregated Data, which are the property of GPTW.
11.2 If the Customer obtains or otherwise gains access to confidential information belonging to GPTW (including, but not limited to, GPTW's Intellectual Property Rights), the Customer undertakes, during the term of the Agreement, to treat such information as confidential and not to disclose such information to third parties without the prior written consent of GPTW. The customer may use such information solely for the purpose of fulfilling their obligations under the Agreement and not for any other purpose.
11.3 The confidentiality obligations stated above do not apply to such information as:
a) at the time of receipt is or later becomes available to the public otherwise than by breach of the Agreement; or,
b) was already available to the receiving Party or which the receiving Party has developed on its own before the conclusion of the Agreement and which has not, directly or indirectly, been obtained through a breach of the Agreement;
11.4 The above confidentiality obligations do not prevent the Party from providing such information that the Party is obliged to disclose according to (i) law, regulation or regulation, (ii) judgment or decision from a court or authority, (iii) applicable stock exchange rules or the equivalent for another recognized marketplace and/or (iv) if the disclosure takes place within the framework of a dispute or other legal process concerning the Agreement. If Party should have or be imposed an obligation to provide such information, Party undertakes to immediately notify the other Party and to ensure that information provided pursuant to this Section 11 is, to the extent possible, treated confidentially by the recipient of the information.
12 Support
12.1 GPTW provides certain support as part of the Services. Support cases should be submitted to se_support@greatplacetowork.com and will be answered during the times listed below.
12.2 GPTW's support is staffed at 09:00 – 17:00 CET weekdays, with a one-hour lunch break between 12:00 – 13:00 CET. The following days are GPTW closed
- Weekends
- Public holidays
- Squeeze days (days that fall between public holiday and weekend)
- All saint’s evening
- 27 – 30 December
13 Contract term and termination
13.1 The agreement has the initial validity period specified in the Service Agreement. If nothing is specified in the Service Agreement or elsewhere in the Agreement, the Agreement is initially valid for twelve (12) months from the date of the Customer's signature of the Service Agreement. The initial validity period is called the "Initial Period".
13.2 After the end of the Initial Period, the Agreement is automatically extended by twelve (12) months at a time (each such extension constitutes an "Extension Period"), unless terminated before the end of the Initial Period or an Extension Period (as applicable) in accordance with what is stated in point 13.3 below.
13.3 The Party has the right to terminate the Agreement no later than three (3) months before the end of the Initial Period or an Extension Period (as applicable). Upon termination of the Agreement, the Customer's access to the Services will be blocked after the termination of the Agreement. If the Agreement is terminated later than three (3) months before the end of the Initial Period or an Extension Period (as applicable), the Agreement is automatically extended by another Extension Period.
14 Limitation of liability
14.1 If the Party is prevented from fulfilling its obligations under the Agreement due to circumstances beyond the Party's control and which the Party neither could nor reasonably should have foreseen at the time of the conclusion of the Agreement, this shall constitute grounds for exemption which means that the Party has the right to postpone the fulfilment of its obligations according to the Agreement and thus be freed from any liability for damages and other penalties. Such a circumstance can for example consist of war or a war-like state, mobilization or military call-up of a corresponding extent, rebellion and riot, terrorism, sabotage, fire, flood, natural disaster, epidemic, pandemic, interruption of public transport, interruption of the public energy supply, strike, lockout or other general or local labour dispute, requisition, seizure, authority decision, trade, payment or currency restrictions, or equivalent circumstance. The same applies if such a circumstance exists for the Party's contractual assistants.
14.2 If a Party is prevented from fulfilling its obligations under the Agreement due to the circumstance specified here for a continuous period exceeding 3 months due to the circumstance specified here, the Party has the right, without liability to compensation, to withdraw from the Agreement in writing.
14.3 The Customer is aware that any Certification is done automatically on the basis of the results of the answers provided by the Customer's employees when they use the Services. Great Place to Work neither controls nor assumes any responsibility for the content and accuracy of these responses. Great Place to Work does not guarantee that the Certification reflects the actual and real circumstances at the Customer's workplace and assumes no responsibility whatsoever for the Customer's compliance with applicable laws and regulations or the Customer's use or actions of the results of the Services.
14.4 Great Place to Work's total liability under the Agreement shall be limited to direct damage and may at most amount to a total amount corresponding to the annual fee/reimbursement that the Customer must pay under the Agreement.
14.5 Great Place to Work is not liable, unless there is intent or gross negligence, in any case for loss of profit or other indirect damage or loss.
15 Dispute
15.1 Disputes arising from the Agreement shall be settled in general court with the Stockholm District Court as the first instance.