Effective day 17 April 2020
These Terms and Conditions (the “Terms”) govern and apply to the use of Up Strategy Lab AB’s recruitment platform called “Muchskills” (the “Platform”), available at the website MUCHSKILLS.COM including any sub-domains (“Website”). The Platform and the Website (the “Services”) are provided by Upstrat Lab AB, a Swedish company with Business-ID 559172-7218 (“Provider”).
"Account" means an account enabling the Client to access and use the Services. There are various accounts with different authorizations (as further specified in the Services) available for the Client to designate to its users.
"Agreement" means the agreement entered into between the parties including its appendices and these Terms. The Agreement may be entered into either by a written agreement, the Client’s acceptance of an offer from the Provider or by the Client accepting the Agreement by signing up for the use of the Services.
"Charges" means the fees specified and agreed upon in the Agreement.
“Client” means the entity entering into the Agreement with the Provider.
"Client Confidential Information" means any information disclosed by (or on behalf of) the Client during the Term of the Agreement that at the time of disclosure was marked (or described) as "confidential" or should have been reasonably understood by the Provider to be confidential.
"Client Data" means all data and materials uploaded to or stored on the Platform by the Client, transmitted by the Platform at the instigation of the Client, supplied by the Client to the Provider for uploading to, transmission by or storage in the Services or generated by the Services as a result of the use of the Services by the Client.
“Client User” means any representative of the Client who is authorized as a user of the Platform.
"Effective Date" means the date of execution of the Agreement.
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
“Users” means individuals creating profiles with their skills and goals in the Platform.
“Subscription” means the set up and amount of Accounts agreed upon in the Agreement.
"Term" means the term of the Agreement as set out in section 10.
The intended purpose of the Services is for Clients to connect Users to suitable roles and teams, recruit and project manage by getting an overview of the organization, utilizing each and every User’s particular skills in order to elevate project management and enabling Users to show, develop and enhance their skills. The Client may only use the Services for its intended purpose.
The Client is solely responsible and liable for limiting the access to the Accounts to Client User’s, for the activities made in the Accounts and any other use of the Services made by a Client User (meaning, inter alia, that the Client is responsible for all actions and activities conducted under the Accounts or of Client Users invited to the Platform by the Client). The Client undertakes to inform the Provider of any unauthorized activities connected to the Accounts or the Client Users.
The Client agrees to ensure that the Client does not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
The Client must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
The Client may not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
The Client must not use the Services in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. The Client agrees that neither the Client will not use the Services for posting, transmitting or otherwise distributing illegal or improper material, such as obscene, pornographic, racist, terrorist or politically slanted material.
The Provider reserves the right to suspend any Client User or terminate any Account if activities occur which constitutes or may constitute a violation of the Agreement or applicable law.
Unless otherwise stated, the Client is responsible for the Client Data uploaded or otherwise made available by the Client Users in the Services.
By uploading Client Data to the Services, the Client warrants that it is either the owner of the Client Data or that it holds a valid permission to such Client Data from the appropriate rights holder and that the Client Data, or the Client Users’ use thereof, is in no way a violation of any applicable law or risks harming the Provider’s trademarks, goodwill or reputation.
The Provider reserves the right to delete Client Data uploaded in breach of the Agreement.
The Provider is hereby granted a non-exclusive right to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Client Data submitted to the Services to the extent necessary to provide the Services in accordance with the Agreement. The Client also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
The Provider furthermore has the right to use Client Data and data derived from the Client’s use of the Services in an anonymized and aggregated manner for the purpose of improving, developing and modifying the Services as well as to compile statistics and for marketing purposes.
Whereas the Client Data includes personal information, for example in relation to the Client User’s Account, the Provider is deemed to be the data controller.
If a User chooses to reveal their profile and skills to the Client, the Client becomes a separate data controller for the information that the Client collects from the User.
The Provider shall, on the Effective Date, create the agreed number of Accounts for the Client and provide to the Client login details for Accounts.
The Provider does not guarantee uninterrupted, secure or error-free operation of the Services. The Services are provided “as is” without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
The Provider may suspend the provision of the Services if any Charges to be paid by the Client to the Provider under the Agreement is overdue, and the Provider has given to the Client at least ten (10) days' written notice, following the Charges becoming overdue, of its intention to suspend the Services on this basis.
To be able to continuously improve and develop the Services, the Provider reserves the right to modify, suspend, and/or discontinue properties of the Services at any time without liability and without obtaining the Client’s consent. All new functionalities, features or services introduced to the Services will be subject to the Agreement. The Provider will use its best efforts to keep the Services operational and fully functional during updates. However, the Provider reserves the right to temporarily make the Services unavailable to the Client and Client Users in order to make updates and amendments to the Services.
The Client is granted a non-exclusive, non-transferable and revocable license to use the Services in accordance with the Agreement. Any use of the Services in breach of the Agreement that leads to a suspension or termination of an Account in accordance with clause 2.7 will automatically terminate the license granted herein.
The license granted to the Client under the Agreement is subject to the following limitations:
Nothing in the Agreement shall operate to assign or transfer any intellectual property rights from the Provider to the Client, or from the Client to the Provider, except as specifically stated in clause 6.1.
The Client shall pay the Charges to the Provider in accordance with the Agreement. The Charges will either be based on a monthly or yearly subscription and the subscription will automatically renew at the end of the subscription period. All amounts stated in or in relation to the Agreement are stated excluding any applicable taxes or duties. Charges will be billed in advance of the period to which they relate.
The Provider has the right to change the Charges during the period of the Agreement by notifying the Client thirty (30) days prior to the change. If the Client does not accept the change, the Client has the right to terminate the Agreement in accordance with clause 10.2.
The Client must pay the Charges by using such payment solutions as are notified by the Provider to the Client from time to time.
If the Client does not pay any amount properly due to the Provider under the Agreement, interest shall accrue according to the Swedish Interest Act (Sw. räntelag (1975:635)), and collection fees will be charged when applicable. The Provider shall, in addition to other remedies, be entitled to suspend or terminate the Client and Client Users’ access to the Services until payment is made.
The Provider must:
The confidentiality undertakings shall not apply to any information which:
Notwithstanding the above, the Provider may disclose the Client Confidential Information to officers, employees, professional advisers, insurers, agents and subcontractors of the Provider who have a need to access the Client Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information.
The provisions of this section 8 shall continue in force for a period of five (5) years following the termination of the Agreement.
The Services may use and integrate with third party services or websites. The Provider assumes no responsibility for the content, advertising, goods or services, privacy policies or other practices of any third party service or website that may be reached by links or integration presented in the Services. Furthermore, the Client agrees that the Provider is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party service.
The Agreement shall come into force upon the Effective Date and shall continue in force until terminated by either party.
The Client has the right to terminate the Agreement with thirty (30) day’s prior written notice. If the Client terminates the Agreement, there will be no refund of amounts already paid to the Provider.
The Provider has the right to terminate the Agreement with thirty (30) day’s prior written notice. The Provider also has the right to terminate the Agreement immediately by giving written notice of termination to the Client if the Client commits a material breach of the Agreement.
No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
Any license granted to the Client under the Agreement will immediately cease upon termination of the Agreement.
Unless otherwise agreed, the parties’ liability to each other shall be limited to direct damages caused by or arising out of gross negligence and/or willful breach of the Agreement.
Notwithstanding the above the Client will indemnify and hold the Provider harmless against any claims from a third party with regard to breaches of clause 3.2.
If the Provider is found to be liable to the Client for any damage or loss which arises out of or is in any way connected to the use of the Services, the Provider’s liability shall in no event exceed an amount corresponding to the latest twelve (12) months’ worth of Charges paid to the Provider by the Client. Such claims must be presented to the Provider in writing within ninety (90) days from when such damage or loss was, or should reasonably have been, discovered.
The Client hereby acknowledges that the Services is merely a service for Users to share, develop and enhance their skills and for the Client to project manage and find the right individuals for roles and teams within or outside the organization. The Provider accepts no responsibility for the contact between Clients and Users, whether such contact is made through or outside of the Services, hence all contact and communication between Clients and Users are made at the Client’s own responsibility and risk. The Provider does not examine or take any responsibility for information or data uploaded by users (i.e. other Clients or Users) to the Services or the accuracy, timeliness, reliability, truthfulness or completeness thereof. No information obtained from the Provider or the Services shall create any warranty if not expressly stated in the Agreement. The Provider is not responsible for any business or employment relationships or disputes that may arise between the Client and Users.
If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
If any provision of these Terms is found invalid or unenforceable by any court or competent authority, such provision shall be limited, modified or severed to the minimum extent necessary to eliminate its invalidity or unenforceability in order for these Terms to remain in full force, effect and enforceability.
The Provider shall notify the Client in the Services beforehand of amendments to these Terms. The Client has the right to object to such amendments within thirty (30) days of the Provider posting the notification of the changes in the Services by terminating the Agreement. If the Client does not object within thirty (30) days of the Provider’s notice to the Client, the Client shall be deemed to having accepted the new amended Terms.
The Client may not without the prior written consent of the Provider assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under the Agreement. The Client may however assign the Agreement as a whole to a successor in connection with a merger, acquisition or sale of all or substantially all of its assets to which the Agreement relates, on condition that such successor agrees in writing to comply with all terms and conditions of the Agreement.
The Agreement shall be construed in accordance with and governed by the substantive law of Sweden.
Any dispute, controversy or claim arising out of or in connection with your use of the Services, or with the Agreement, or the breach, termination or invalidity thereof, shall be settled by public Swedish courts, with Gothenburg District Court as first instance.