Enterprise Terms

Formation. These Enterprise Terms are between MuchSkills AB, registration number 559282-2521, Andra Långgatan 7A, 413 03 Gothenburg, Sweden ("MuchSkills") and the customer that subscribes to the platform (the "Customer"). They apply when the Customer signs up for the platform on a free or paid basis, accepts an order or offer that refers to them, or signs an order form referring to them. The "Effective Date" is the date the first of these occurs.

The Agreement. The Agreement comprises these Enterprise Terms, the applicable order, the Data Processing Agreement, the AI Addendum and, for services engagements, the Professional Services Terms, together with each further document that MuchSkills publishes on its legal index and identifies there as forming part of the Agreement (the "Supplemental Terms"), which at the date of these terms are the Service Description and Service Levels and the Acceptable Use Policy. A document added to the Supplemental Terms after the Effective Date forms part of the Agreement only in accordance with clause 18.1. The Data Processing Agreement includes MuchSkills' United States and international privacy terms as annexes. The legal index is published at muchskills.com/legal and states where each document is published; each is incorporated by reference. The Security Overview, the Privacy Policy, the Website Privacy Policy, the Cookie Policy, Our Approach to AI and the Vulnerability Disclosure Policy do not form part of the Agreement. If they conflict, they take precedence in the order: (1) the order; (2) the Data Processing Agreement, on data protection; (3) the AI Addendum, on AI-assisted features; (4) the Professional Services Terms, on services; (5) these Enterprise Terms; (6) the Supplemental Terms.

1.  Definitions

1.1 "Client Users" means the individuals the Customer authorises to use the platform; their number equals the number of licences in the order, which the Customer allocates among its people.

1.2 "Admin" means a Client User the Customer authorises to configure the account, manage settings and import data. "Owner" means the individual who holds the Customer's account and may delete the Customer's data. The Customer is responsible for keeping the Owner role assigned to a current authorised individual. MuchSkills acts on the Customer's written instruction to change the Owner or to give effect to an account-level deletion where the instruction is given by an authorised signatory of the Customer and verified out of band.

1.3 "Customer Data" means data the Customer, its Client Users, or an Owner or Admin, put into or generate through the platform. "Documentation" means the user and technical documentation for the platform, published at muchskills.com/docs. "Order" means the order form or offer under which the Customer subscribes. "Fees" means the charges for the subscription and any services set out in the order. "Subscription Fees" means that part of the Fees charged for the subscription, excluding any charge for services. "Statement of Work" means a statement of work agreed under the Professional Services Terms. "Sensitive Data" has the meaning in clause 10. "Trial or Beta" means a free trial, evaluation or pre-release feature. "Third-Party Service" means a product or integration provided by a third party that the Customer connects to the platform.

1.4 "Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where control means ownership of more than half the voting rights or the power to direct its management.

2.  Licence

2.1 MuchSkills grants the Customer a non-exclusive, non-transferable right to access and use the platform during the subscription, for the Customer's internal business purposes and for the number of Client Users in the order. The Customer may evaluate the platform free of charge, including more than once, before entering into a paid order.

2.2 The platform and all rights in it remain the property of MuchSkills. The Customer must not resell or sublicense the platform, exceed the licensed number of users, reverse-engineer or copy the platform, or use it to build a competing product.

3.  Customer responsibilities

3.1 The Customer: (a) is responsible for its Client Users' use of the platform and for the Customer Data; (b) ensures the data it enters is accurate and that it has the right to process it; (c) keeps credentials secure; and (d) uses the platform in accordance with the Documentation and the Acceptable Use Policy. The Customer is responsible for configuring access to the Customer Data, including any setting that makes Customer Data or a profile available beyond the Customer's account or to the public internet, and for the lawful basis and any notice required for that use. Client Users accept the User Terms when they sign in, and the Acceptable Use Policy binds them directly; this does not reduce the Customer's responsibility for their use under this clause. Where an individual's existing account becomes part of the Customer's account, the Customer is the controller of the profile data in its account from that point and is responsible for the lawful basis for its use and for any information it must give that individual.

4.  Suspension

4.1 MuchSkills may suspend the platform or a Client User's access: (a) immediately, where use is unlawful, breaches the Acceptable Use Policy in a way that risks harm, or threatens the security of the platform or other customers; (b) on 10 days' notice for an undisputed unpaid invoice, or on 30 days' notice where the Customer is a public body subject to statutory payment terms; and (c) on reasonable notice to address a security threat. MuchSkills uses reasonable efforts to limit a suspension to what is necessary and restores access once the cause is resolved.

5.  Trials and beta features

5.1 A Trial or Beta feature is provided "as is", for evaluation and not for production use, and is not covered by the warranty in clause 13.1, by the availability and support targets, or by MuchSkills' indemnity in clause 14.1. The Customer's obligations under clauses 10.3 and 14.2 and under clause 6.1 of the AI Addendum apply to a Trial or Beta in full. MuchSkills may change or withdraw it at any time and may never make it generally available. Otherwise these terms apply to it.

6.  Third-party services

6.1 A Third-Party Service is provided by the third party under its own terms. MuchSkills is not responsible for the availability, security or performance of a Third-Party Service, and the Customer has no claim against MuchSkills arising from one. MuchSkills is not responsible for an interruption of public internet connectivity outside its control. This clause does not limit MuchSkills' obligations or liability under the Data Processing Agreement, including its responsibility under clause 6.3 of that agreement for the performance of its Sub-processors, and does not apply to a failure of a provider that MuchSkills has itself engaged to provide the platform. MuchSkills maintains documented interfaces and gives notice of changes that would break a documented integration.

7.  Fees and payment

7.1 Fees are prepaid as set out in the order and are exclusive of VAT, except that where the Customer is a public body prohibited from prepaying, payment terms are as stated in the order. The Customer may dispute an invoice in good faith within 30 days of its date, and undisputed amounts remain payable. MuchSkills may charge interest on overdue amounts at the statutory rate.

7.2 If the Customer's use exceeds the licensed number of users, MuchSkills may invoice the excess at the order's per-user rate. MuchSkills may verify usage from the platform's own records, which does not require access to Customer Data.

7.3 MuchSkills may increase the Fees on renewal by no more than the higher of 5 per cent or the change in the Swedish consumer price index since the last increase, on at least 60 days' notice before the renewal. That limit does not apply to an increase in a third-party charge that MuchSkills incurs to provide a feature the Customer uses, to the extent of that increase, nor to a change in the Customer's usage or in the features it uses, which is priced as set out in the order. A mid-term price increase requires the Customer's agreement.

8.  Term and termination

8.1 The subscription runs for the initial term in the order and then renews for successive periods of twelve months unless either party gives notice of non-renewal at least 30 days before the end of the current period. Where Regulation (EU) 2023/2854 applies, the Customer may initiate switching to another provider or to an on-premises system on not more than two months' notice; MuchSkills provides a transitional period of at least 30 days during which the Customer retains access for the purpose of retrieving its data, and makes no charge for switching to the extent that Regulation prohibits one. There is no termination for convenience during a paid term.

8.2 Either party may terminate the Agreement for material breach not remedied within 30 days of written notice, or immediately if the other becomes insolvent or subject to insolvency proceedings. MuchSkills may also terminate immediately on written notice where the Customer's use is unlawful, or where a breach of the Acceptable Use Policy cannot be remedied or poses a serious and immediate risk of harm to MuchSkills, its other customers or a third party, having first suspended under clause 4.1 where that is practicable.

8.3 On termination, the licence ends and the Customer pays Fees due to the end of the term. Prepaid Fees are not refundable except where these terms expressly provide. The Customer may export Customer Data at any time during the subscription and during the retention period described below, self-service or through the API, at no charge, in a structured, commonly used and machine-readable format. After termination, Customer Data is kept for a limited period, normally around 90 days, so the Customer may reinstate the subscription or complete an export, and is then deleted through periodic review; data removed from production is removed from backups within a further 90 days. Written confirmation of deletion is provided on request. Export and deletion are further governed by the Data Processing Agreement. Clauses that by their nature survive termination continue in effect.

9.  Customer data, security and AI

9.1 As between the parties, the Customer retains all rights in Customer Data and grants MuchSkills the right to process it to provide and support the platform and services. For personal data in the platform, the Customer is the controller and MuchSkills is the processor, and the Data Processing Agreement applies. MuchSkills stores Customer Data at rest in the region or regions recorded on the published sub-processor list, which at the date of these terms are within the European Union, and gives notice under clause 6.2 of the Data Processing Agreement before storing Customer Data at rest in a region outside the European Union. Where a sub-processor identified on the published sub-processor list processes Customer Data outside the European Economic Area, it may hold it for the limited retention period recorded on that list; any such transfer is made under the Data Processing Agreement.

9.2 MuchSkills maintains appropriate technical and organisational security measures as described in Annex 2 to the Data Processing Agreement, and described for information in the Security Overview published on the trust centre; these are appropriate measures under Article 32 of the GDPR and not a guarantee of absolute security. MuchSkills operates the platform to the availability and support targets described in the Service Description and Service Levels. Those targets are operational objectives rather than warranties and do not carry service credits. Where the Customer requires a contractual availability commitment with service credits, it is agreed in the order.

9.3 AI-assisted features are decision-support tools whose outputs are reviewed by a person; they are not the sole or determinative basis for a decision about an individual. MuchSkills does not use Customer Data to train third-party AI models. The AI Addendum applies.

10.  Sensitive and prohibited data

10.1 The Customer must not put into the platform any "Sensitive Data", except to the extent expressly agreed in an order. Sensitive Data means: (a) special categories of personal data under Article 9 of the GDPR (data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade-union membership, and genetic data, biometric data used to identify a person, data concerning health, and data concerning sex life or sexual orientation); (b) personal data relating to criminal convictions or offences; (c) health information regulated as protected health information; (d) payment-card data subject to PCI DSS; (e) government-issued identification numbers; and (f) personal data of a child under 16. The platform is not intended to meet HIPAA, PCI DSS or equivalent obligations, and MuchSkills is not a HIPAA business associate.

10.2 The Customer warrants that it has all rights, consents and a lawful basis for the Customer Data it provides. MuchSkills does not screen, monitor or control the content the Customer uploads and is not obliged to; the Customer is solely responsible for the legality of its Customer Data.

10.3 MuchSkills has no liability arising from Sensitive Data, or from any other data the Customer uploads in breach of this clause. The Customer shall defend and indemnify MuchSkills against third-party claims, fines and regulatory action arising from such data or from breach of the warranty in clause 10.2. This indemnity does not apply to isolated, incidental Sensitive Data that appears despite the Customer's reasonable efforts and is removed promptly on discovery.

11.  Intellectual property

11.1 MuchSkills retains all intellectual property in the platform and in the materials, methodologies, know-how and templates used to provide the services. The Customer retains all intellectual property in the Customer Data. Ownership of a customer-specific services deliverable transfers to the Customer as set out in the Professional Services Terms.

11.2 If the Customer gives feedback or suggestions, MuchSkills may use them freely to improve its products, without obligation. The Customer grants MuchSkills a licence to use data derived from the Customer's use of the platform, in aggregated and anonymised form, to operate, secure and improve the service and to produce statistical insights, provided that MuchSkills applies aggregation and suppression such that no individual and no Customer can reasonably be identified from the result, including by combination with other information reasonably available. MuchSkills does not publish a statistic that identifies the Customer without its prior written consent.

12.  Confidentiality

12.1 Each party keeps the other's confidential information confidential, uses it only for the Agreement, and protects it with at least reasonable care. A party may disclose it, only to those who need it for the Agreement and under confidentiality obligations at least as protective as this clause, to: its Affiliates; its and their officers, directors, employees and individual personnel; its consultants and contractors, however engaged; its professional advisers, who may instead be bound by professional duties of confidence; and providers of IT, cloud, hosting, storage, backup, communication and other information-processing services engaged in the ordinary course of its business. The Customer may also disclose it to its Client Users on the same basis. A party is responsible for compliance by each person to whom it discloses.

12.2 This clause does not apply to information that is or becomes public through no breach, was already known without obligation, is independently developed, or is rightfully received from a third party. A party may disclose confidential information where required by law, giving reasonable notice where lawful. These obligations continue for five years after disclosure, and for as long as information remains a trade secret.

13.  Warranties

13.1 MuchSkills warrants that during the subscription the platform will perform materially in accordance with the Documentation as in effect on the date of the order, save that MuchSkills may update the Documentation to reflect changes that do not materially reduce the functionality of the platform. No particular integration or connector is warranted to be available for the term unless it is identified in the order. If the platform does not conform and the Customer notifies MuchSkills within 30 days, MuchSkills shall use reasonable efforts to correct the non-conformity within 60 days; if it cannot, the Customer may terminate the affected subscription and receive a refund of the prepaid, unused Subscription Fees for the terminated period, calculated pro rata. A refund is limited to the unused period and is not a refund of Fees for the service already provided. This is the Customer's sole remedy for breach of this warranty.

13.2 The warranty does not apply to a non-conformity caused by misuse, unauthorised modification, use not in accordance with the Documentation, the Customer's or a third party's systems, data or a Third-Party Service, or a Trial or Beta or free service.

13.3 Except as stated in the Agreement, the platform is provided "as is" and "as available", and MuchSkills disclaims all other warranties, including merchantability, fitness for a particular purpose, title and non-infringement, and does not warrant that the platform will be uninterrupted or error-free. MuchSkills does not warrant the accuracy, completeness, fairness or fitness of any AI output, or that the Customer's use of the platform complies with employment or equality law; that responsibility is the Customer's. This clause applies to the extent permitted by law.

14.  Indemnity

14.1 MuchSkills shall defend the Customer against a third-party claim that the Customer's use of the platform in accordance with the Agreement infringes that party's copyright, database right, trade secret or registered trade mark, and shall pay the damages and costs finally awarded against the Customer or agreed by MuchSkills in settlement, provided the Customer: (a) notifies MuchSkills promptly; (b) makes no admission of liability and does not settle without MuchSkills' consent; (c) allows MuchSkills to control the defence and any settlement; and (d) provides reasonable cooperation at MuchSkills' expense. A claim of patent infringement is covered only where the order expressly says so, and then only in respect of patents granted in a country within Europe that the order names; MuchSkills gives no indemnity in respect of a patent granted outside Europe unless the order expressly says so and the Customer has paid the incremental insurance premium under clause 16.1. MuchSkills may at any time procure the right for the Customer to continue using the platform, modify or replace the affected part so that it is non-infringing, or terminate the affected subscription and refund prepaid unused Subscription Fees. This clause does not apply to a claim arising from Customer Data, AI-generated output, a Third-Party Service, a modification not made by MuchSkills, use of the platform in combination with anything not supplied by MuchSkills where the claim would not have arisen without that combination, or use in breach of the Agreement. This clause states the Customer's sole and exclusive remedy, and MuchSkills' entire liability, for any claim that the platform infringes the rights of a third party.

14.2 The Customer shall defend and indemnify MuchSkills, and shall pay MuchSkills' reasonable defence costs as they are incurred, against claims, demands, proceedings, fines, penalties, losses and costs arising from Customer Data, from the Customer's or a Client User's use of the platform in breach of the Agreement or of law, or from an employment, equality, works council or similar claim arising from the Customer's decisions, including any such claim brought by a Client User or by an employee, worker, applicant or former employee of the Customer. The Customer shall also reimburse MuchSkills' reasonable costs of investigating, containing and remediating a security incident caused by the Customer's or a Client User's breach of section 2 of the Acceptable Use Policy, including forensic investigation, notification of affected customers and data subjects, and restoration of affected data.

15.  Liability

15.1 Neither party excludes or limits liability for fraud, for death or personal injury caused by negligence, or for any other liability that cannot be limited under the law governing the Agreement, which includes liability for that party's own gross negligence or wilful misconduct to the extent it cannot be limited. All other liability is subject to this clause 15.

15.2 Subject to clause 15.1, each party's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort including negligence, breach of statutory duty or otherwise, and whether arising from one event or from a series of connected or unconnected events, is limited to the Subscription Fees paid or payable by the Customer in respect of the 12 months before the first event giving rise to the liability. This clause does not apply to liability arising under the Professional Services Terms, which is subject to clause 6.1 of those terms. For this clause 15, the Subscription Fees are the Subscription Fees for a single 12-month period, annualised where the subscription has been in effect for less than 12 months or where Subscription Fees are payable in respect of a period longer than 12 months, and exclude any Subscription Fees referable to a period after the first event giving rise to the liability. Where the Customer has no subscription, the fees paid or payable under all Statements of Work in that 12-month period are used in place of the Subscription Fees. The caps in this clause 15 are inclusive of legal, defence and investigation costs.

15.3 MuchSkills' liability under the indemnity in clause 14.1 is subject to, and counts towards, the cap in clause 15.2, unless the order expressly states a higher cap for that indemnity, in which case that cap applies and does not count towards clause 15.2. Whichever cap applies, it is a single aggregate limit for all claims under clause 14.1, however many claims are made and whenever they are notified, and is not an allowance that renews in any period. No cap applies to the Customer's obligations under clauses 14.2 and 10.3 and under clause 6.1 of the AI Addendum, and the Customer's liability under those obligations does not count towards the cap in clause 15.2.

15.4 The caps do not apply to a party's deliberate misuse of the other's intellectual property, confidential information or trade secrets, to a party's deliberate circumvention of, or unauthorised access to, an authentication or security measure of the other, including in breach of section 2.1 of the Acceptable Use Policy, or to the Customer's obligation to pay the Fees. An ordinary breach of the confidentiality, security or data-protection obligations remains subject to the cap in clause 15.2. Where the Customer is a public body, or is otherwise prevented by the law applicable to it from giving an unlimited indemnity, its liability under clauses 14.2 and 10.3 and under clause 6.1 of the AI Addendum is instead limited to the greater of three times the Subscription Fees paid or payable in respect of the 12 months before the first claim and EUR 500,000.

15.5 Subject to clause 15.1, neither party is liable for loss of profit, revenue, anticipated savings, goodwill or business, or for indirect or consequential loss, in each case whether the loss is direct or indirect and however arising. This clause does not exclude any amount a party is required to pay to a third party under a judgment, award or settlement covered by an indemnity in clause 14, clause 10.3 or clause 6.1 of the AI Addendum; does not exclude loss of licence, subscription or services revenue suffered by MuchSkills as a result of a breach of clause 2.2 or of a head of liability that clause 15.4 excludes from the caps; and does not affect the Customer's obligation to pay the Fees.

15.6 MuchSkills' total aggregate liability to the Customer and its Affiliates taken together, under all orders and Statements of Work placed by any of them and arising out of or in connection with the Agreement and every document forming part of or supplementing it, however arising, does not in any event exceed the lower of two times the aggregate Subscription Fees paid or payable by the Customer and its Affiliates in respect of the 12 months before the first event giving rise to the liability and EUR 100,000, except where an order expressly states a higher amount for a specified head of liability, in which case that amount applies to that head and this ceiling applies to all other liability. Where the Customer has no subscription, the fees paid or payable under all Statements of Work in that 12-month period are used in place of the Subscription Fees. This clause does not apply to liability under clause 15.1, or to a head of liability that clause 15.4 excludes from the caps.

16.  Insurance

16.1 MuchSkills maintains, with one or more reputable insurers and at its own cost, insurance appropriate to its business and to the liabilities it accepts under the Agreement, including professional indemnity and technology errors and omissions cover, cyber and data-protection liability cover, and general liability cover, in each case on the terms and limits of the policies in force from time to time. On the Customer's reasonable written request, and not more than once in any 12-month period, MuchSkills provides in confidence a certificate or summary of that cover. Where the Customer requires a particular limit, a particular scope of cover, or evidence in a particular form, it is agreed in the order and the Customer pays the incremental premium. The existence, scope or level of insurance does not increase MuchSkills' liability beyond the caps in clause 15, and the failure of an insurer to respond to a claim is not a breach of this clause.

17.  Publicity

17.1 Neither party uses the other's name or logo without prior consent, except that MuchSkills may identify the Customer as a customer.

18.  Changes to the terms

18.1 MuchSkills may update the Agreement documents. Changes take effect on renewal and material changes are notified at least 60 days before the renewal date on which they take effect. A change that materially reduces the Customer's rights during a paid term applies only with the Customer's consent, except where required by law; failing agreement, the Customer may keep the current terms until renewal. Changes to security and data-protection commitments will not reduce the level of protection.

19.  General

19.1 Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including war or terrorism, a state-directed cyber-attack that appropriate security measures could not have prevented, an epidemic, or a failure of a public telecommunications or internet backbone provider outside MuchSkills' supply chain. This clause does not excuse a failure of a provider that MuchSkills has itself engaged to provide the platform, and does not limit clause 6.3 of the Data Processing Agreement. This does not relieve MuchSkills of its duty to notify a personal data breach under the Data Processing Agreement, or the Customer of its duty to pay Fees for the service provided.

19.2 Neither party may assign the Agreement without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all its assets. An affiliate of the Customer may purchase under these terms by its own order, and each entity is responsible for its own orders.

19.3 MuchSkills may use subcontractors and remains responsible for their performance. Sub-processors of personal data are governed by the Data Processing Agreement.

19.4 Each party complies with applicable anti-bribery, anti-corruption, sanctions and export-control laws. The Customer represents that it is not, and is not owned or controlled by, a person subject to sanctions, and that it does not access or use the platform from, or on behalf of a person in, a country or region subject to comprehensive sanctions or embargo, and it does not permit a Client User to do so. The Customer does not give a Client User located in the Russian Federation or Belarus access to the platform, and does not put into the platform personal data of an individual located in the Russian Federation or Belarus. Where the Customer wishes to give access to, or to process personal data of, an individual located in Ukraine, it tells MuchSkills before doing so and the parties agree the terms on which that use may proceed. The Customer tells MuchSkills without delay if any of these representations ceases to be accurate. MuchSkills may suspend or terminate the Agreement, an order or a Client User's access immediately on written notice where continued performance would or may expose MuchSkills to a sanction, prohibition or restriction under applicable law, or to the loss or unavailability of insurance cover; where MuchSkills does so for a reason that is not the Customer's breach of this clause, it refunds the prepaid, unused Subscription Fees for the suspended or terminated part, calculated pro rata.

19.5 Notices are given in writing to the contact in the order or to wow@muchskills.com; data-protection and legal notices are copied to privacy@muchskills.com.

19.6 The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions, representations and agreements on that subject matter, except that any non-disclosure or confidentiality agreement between the parties entered into before the Effective Date continues to apply to information disclosed under it before the Effective Date. Clause 12 applies to information disclosed on and after the Effective Date.

20.  Governing law and disputes

20.1 The Agreement is governed by the law of Sweden. Disputes are subject to the exclusive jurisdiction of the courts of Gothenburg, Sweden, except that where the Customer is established outside the European Economic Area the dispute is finally settled by arbitration under the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce, seated in Stockholm, in English. That arbitration is before a sole arbitrator under the Institute's Rules for Expedited Arbitrations, unless the Institute decides that the complexity or amount warrants otherwise. This clause 20.1 does not apply to a dispute arising under the Data Processing Agreement or the Standard Contractual Clauses incorporated by it; such a dispute is subject to the governing law and forum stated in the Data Processing Agreement. Where the Customer is a public body or other entity prohibited by the law applicable to it from agreeing to the governing law, jurisdiction or dispute-resolution provisions of this clause, the governing law and forum are those stated in the order and, failing any statement in the order, the law of the country in which the Customer is established and the courts of its principal place of business, which have exclusive jurisdiction; the remainder of this clause does not apply. Nothing prevents a party from seeking urgent interim relief from a competent court.