1. Introduction 
1.1 These Terms and Conditions apply to the Services provided to you, the Client, by AlexisHR AB, reg. no. 559225-7132 (“AlexisHR”). By using the Site and the Services you acknowledge and agree that you have read and understood these Terms and Conditions and you accept and agree to be bound thereto. Please print and retain a copy of these Terms and Conditions for future reference.

2 Definitions
2.1 The following terms have the following meanings when used with a capital first letter:

“Agreement” means the Order Form, these Terms and Conditions and the Data Processing Agreement;

“Alexis Technology” means all proprietary technology used in delivering the Services (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by AlexisHR in providing the Services;

“Applicable Law” means any law, regulation, judgment, legal principle or other legally binding requirement or rule of any governmental authority in any jurisdiction applicable from time to time;

“Client”, “you”, “yours” means the company or organization ordering the Services. Please acknowledge that the Services is not available for individuals;

“Client Data” means any data, information or material provided to AlexisHR or submitted by or on behalf of you or any User under the Agreement, including but not limited to employee data held in the Services;

“Effective Date” means the date upon which the Order Form has been signed by both parties;

“Integration Partners” means third parties providing Integration Services made available to you through the Site;“Integration Services” means services provided by Integration Partners; 

“Intellectual Property Rights” means all intellectual property rights of any description, including without limitation, inventions, patents, trademarks, domain names, trade names, designs, copyrights (including rights in computer software), neighboring rights and database rights whether registered or not, including applications for the registration of such rights and the right to apply for such registration, and forms of protection of a similar nature anywhere in the world;

“Order Form” means the form used for ordering the Services, which is an integrated part of the Agreement;

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

“Privacy Policy” means AlexisHR’s privacy policy, in force from time to time; 

“Service/Services” means the online human resource services developed, operated, maintained and provided to you by AlexisHR through the Site pursuant to the Agreement (excluding Integration Services); 

“Service Availability” means the availability of the Services set out in Section 9 below;

“Site” means AlexisHR.com or any other site from where AlexisHR makes the Services available;

“Subscription” means the Services to be provided during a Subscription Term;

“Subscription Term” means each 12 months period for which you subscribe for the Services;

“Terms and Conditions” means this document; and  “User(s)” means your officers, employees, representatives, consultants, contractors or agents who are authorized to use the Services and have been supplied user identifications and passwords by you (or by AlexisHR at your request).

3 Registration and training
3.1 In order to use the Services you need to provide registration data as specified on the Site. The registration data shall be accurate, complete and updated by you on a regular basis. 

3.2 Services related to setting up the Platform and/or training your Users may be made available by AlexisHR upon your request. The availability and cost of such services is outlined in the Order Form.

4 Your right to use the Services 
4.1 Subject to the Terms and Conditions of the Agreement and the due payment of all relevant fees, AlexisHR hereby grants you a non-exclusive, limited, revocable and non-transferable right to use the Services for your own internal business purposes as set out in the Agreement. Any rights to the Site, Services or AlexisHR Technology, which are not expressly granted to you are retained by AlexisHR and not part of this Agreement.

4.2 AlexisHR holds all right, title and interest, as well as any thereto related Intellectual Property Rights, in and to the Site, the Alexis Technology and the Services as well as any improvements and amendments thereof. No license or rights are granted, under this Agreement, to you or any third party to use any of AlexisHR’s trademarks, names, logos or similar.

5 Subscription Term
5.1 This Agreement commences on the Effective Date and shall remain in force as long as you subscribe for the Services. Either party may choose not to renew a Subscription by notifying the other party thereof in writing at least 3 months before the end of a Subscription Term. Unless such written notification has been served, the Subscription will be automatically renewed for a new Subscription Term.   

6 AlexisHR’s responsibilities
6.1 AlexisHR will provide the Services to you in accordance with the Agreement. The Services will be performed in a professional manner consistent with general industry standards as reasonably applicable thereto. 

7 Your responsibilities
7.1 In order for AlexisHR to be able to provide you and the Users with the Services and to perform its obligations under the Agreement it is important that you and the Users only use the Services according to the Agreement.

7.2 You acknowledge and agree that you will only use the Services in accordance with the Agreement and that (i) you will obtain and maintain the software and hardware necessary to access and use the Site and the Services; (ii) you are not aware of any viruses, trojans, worms or other malicious software or code in the Client Data and that the Client Data is in the format required for using the Services and in a format that cannot damage or interfere with the Site, the Alexis Technology and/or the Services; (iii) all activities occurring under Users’ accounts complies with Applicable Law and that you and the Users do not copy, license, transfer, distribute or otherwise commercially exploit or make available the Services to any third party in any way; (iv) information provided by AlexisHR to you and the Users for access to the Services and/or the Site are handled confidentially and in accordance with the Agreement and that you notify AlexisHR immediately in the event of any unauthorized password or account or any other known or suspected breach of security, unauthorized access to the Platform and/or the Services; and (v) none of the Users use the Services in any way that interferes with AlexisHR's ability to provide the Services to other parties or that prevents or restricts other parties from using the Services, or damages any of AlexisHR's or any other party’s property.

8 Integration Services
8.1 The Site and the Services may link to various Integration Services provided to you and the Users by others than AlexisHR, such as Integration Partners. All such Integration Services are independent from the Services and the Agreement and you acknowledge and agree that AlexisHR has no control over, nor any responsibility or liability for any functionality, content or performance of any such Integration Services.

9 Availability of the Services 
9.1 AlexisHR aims to provide high Service Availability and that the Services and the Site shall be available 24 hours a day without unplanned or unwanted disruptions. Alexis HR therefore provides a Service Availability of 98 percent all year round. Please visit status.alexishr.com for information about actual uptime and incidents.

9.2 The Service Availability is not a guarantee and AlexisHR makes no warranty or representation in respect of the Service Availability or that the Site and the Services always will functioning and be error free, but AlexisHR will make commercially reasonable efforts to correct any reported errors and keep the Site and Services available to you and the Users in accordance with the Service Availability. You further acknowledge and accept that the functionality of the Site and the Services is dependent on numerous factors some of which are outside of AlexisHR’s control, including but not limited to networks for internet access, data communication, maintenance and force majeure events, for which AlexisHR have no responsibility

9.3 AlexisHR works actively to improve the Services over time. AlexisHR may therefore make necessary changes to the Site and the Services, which means that the Site and/or the Services (in whole or in part) may be temporarily disconnected. You acknowledge and accept that such measures may affect the availability of the Services and that such disruptions will not be included when calculating the Service Availability. AlexisHR will inform you of any planned activities that will affect the availability of the Site and Services via email or on the Site.

9.4 AlexisHR reserves the right to suspend the Services or restrict your and/or any User’s access to the Site and/or any of the Services in case of non-payment or other breach of this Agreement and/or Applicable Law.

10 Fee and terms of payment 
10.1 You shall pay the fees for the Services as specified on the Site and as otherwise agreed between the parties. AlexisHR may offer new or extended functionality as separate modules, which will be subject to additional fees as described on the Site.

10.2 The fees for the Services shall be paid in advance for each Subscription Term within 30 days from the date of the invoice.

11 Client Data 
11.1 AlexisHR respects your rights in your data and AlexisHR retains no rights in Client Data pursuant to this Agreement. AlexisHR will not sell Client Data to any third parties. AlexisHR may however use anonymized Client Data, which does not include Personal Data, in order to improve the Services and for marketing, statistics, benchmark analytics and other similar purposes. Such anonymized Client Data will not reveal the identity of you or any User. By entering into the Agreement you grant AlexisHR a perpetual and unrestricted right to use and make use of such anonymized Client Data for the purposes set out above.

11.2 You are responsible for the Client Data and that you have obtained the necessary rights to use the Client Data. AlexisHR is not responsible or liable in relation to you or any third party for the deletion, correction, destruction, damage, loss or failure to store Client Data Data to the extent such deletion, correction, destruction, damage, loss or failure to store Client Data has not occurred due to AlexisHR’s fault.You undertakes to indemnify and hold AlexisHR harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with any claim from a third party that the use and/or disclosure of any Client Data infringes the rights of any third party (including any of the Users).Upon termination of the Agreement and/or the permanent discontinuation of the Services, AlexisHR will inform you how to retrieve Client Data from the Site. AlexisHR will make the Client Data available for you during a period of 30 days. You acknowledge and accept that it is your responsibility to retrieve the Client Data within that period and that AlexisHR is entitled to delete all such data after the end of the 30-days period.AlexisHR reserves the right to withhold, delete, remove and/or discard any Client Data, without any prior notice to you, in case of any breach of this Agreement by you and/or any User. 

11.3 You undertakes to indemnify and hold AlexisHR harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with any claim from a third party that the use and/or disclosure of any Client Data infringes the rights of any third party (including any of the Users).You undertakes to indemnify and hold AlexisHR harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with any claim from a third party that the use and/or disclosure of any Client Data infringes the rights of any third party (including any of the Users).

11.4 Upon termination of the Agreement and/or the permanent discontinuation of the Services, AlexisHR will inform you how to retrieve Client Data from the Site. AlexisHR will make the Client Data available for you during a period of 30 days. You acknowledge and accept that it is your responsibility to retrieve the Client Data within that period and that AlexisHR is entitled to delete all such data after the end of the 30-days period.

11.5 AlexisHR reserves the right to withhold, delete, remove and/or discard any Client Data, without any prior notice to you, in case of any breach of this Agreement by you and/or any User.

12 Personal Data and Privacy
12.1 As part of the Services AlexisHR may process your Personal Data. All such processing is subject to the Data Processing Agreement. You may not provide AlexisHR with any Personal Data of any Users or third parties unless and until you have fulfilled all applicable obligations in respect thereof pursuant to Applicable Law (including the obligation to inform the Users on how you process their Personal Data) and obtained all necessary (if any) consents, authorizations and permissions to do so.

12.2 The use of the Services is also subject to AlexisHR at any time applicable Privacy Policy and other specific terms of use published on the Site.

13 Confidentiality
13.1 Save for the other party’s prior written consent and the exceptions set out below, each party hereby undertakes not to directly or indirectly exploit or reveal to a third party any information about the Agreement or confidential information that a party has received as a result of or pursuant to the Agreement.

13.2 The parties’ undertaking above does however not apply to (i) disclosure of information due to a court judgment or decision by any authority; (ii) disclosure necessitated by Applicable Law, stock exchange contract or similar binding rules; (iii) information which a party can prove was in its possession before the party received it from the other party; or (iv) information that, at the time of disclosure, is generally available to or known by the public other than as a result of its disclosure in breach of this Agreement.

13.3 You accept that AlexisHR may disclose the fact that you are a user of the Services. You further accept that AlexisHR may disclose such confidential information as is required for the purpose of providing the Services to its employees, representatives, consultants, contractors or agents (subject to such persons being bound by a corresponding duty of confidentiality). 

14 Limitation of liability
14.1 A party that fails to fulfil its obligations set out herein shall compensate the other party for any direct loss or damage incurred as a result of such breach, with the limitations set out below. Neither party shall be liable for any indirect loss or damage, including but not limited to loss of profit, loss of business, loss of data or loss of goodwill. AlexisHR is not liable for your or the Users use of the Site and the Services. Each party’s aggregated liability under the Agreement shall be limited to an amount equivalent to the fees paid or payable for the current Subscription Term. The parties agree that the limitations set out in this Section 14 shall not apply if the loss or damage is caused by (i) a party’s gross negligence or willful misconduct; (ii) your breach of Section 7 or 11; or (iii) you initiating, or your equipment or infrastructure is used for, a DDoS or other harmful attack on the Service or AlexisHR (including the spreading of viruses, worms, trojans or other harmful code).  

14.2 Each party’s aggregated liability under the Agreement shall be limited to an amount equivalent to the fees paid or payable for the current Subscription Term. The parties agree that the limitations set out in this Section 14 shall not apply if the loss or damage is caused by (i) a party’s gross negligence or willful misconduct; (ii) your breach of Section 7 or 11; or (iii) you initiating, or your equipment or infrastructure is used for, a DDoS or other harmful attack on the Service or AlexisHR (including the spreading of viruses, worms, trojans or other harmful code).

15 Modifications of the Services and the Agreement
15.1 You acknowledge and accept that the Services may be modified by AlexisHR during the term of the Agreement.
All such modifications will be part of the Services.

15.2 AlexisHR may, following written consent of the Client, change these Terms and Conditions by issuing updated Terms and Conditions on the Site or make them available to you via email. The amended Terms and Conditions come into effect 20 days after the date they were made available on the Site or an email notification was sent by AlexisHR. You may object to any changes that you consider to have a material negative impact on your business by sending a written notice to AlexisHR with your objection within such 20-days period. AlexisHR will take your objection into consideration. If the parties cannot agree on the changes, each party may terminate the agreement immediately. Unless you have objected to the changes within the 20-days period, the updated Terms and Conditions are deemed accepted.

16 Termination 
16.1 A party is entitled to terminate this Agreement with immediate effect should (i) a proceeding in bankruptcy, insolvency or other law of the relief of debtors, including the appointment of any receiver or trustee or assignment for the benefit of creditors, be instituted by or against the other party; (ii) the other party commits a material breach of its obligations pursuant to this Agreement that, if possible to remedy, are not remedied within thirty (30) days of notification of such breach by the non-defaulting party; or (iii) in case of force majeure as set out in Section 19.1.

16.2 You are entitled to terminate the Agreement with immediate effect as set out in Sections 15.2 above and 17.2 below. 

16.3 Alexis HR is entitled to terminate the Agreement (i) with immediate effect should you commit a breach of your obligations set out in Section 7 or Section 11 above; and (ii) with at least 90 days written notice should AlexisHR decide to permanently discontinue providing the Services on the market. 

16.4 No pre-paid fees will be refunded if the Services are suspended or upon expiration or termination of the Agreement (regardless of cause), unless AlexisHR permanently discontinues to provide the Services as set out in Section 16.3 above, in which case you will be granted a refund equivalent to the prorated fee for the remaining Subscription Term.

17 AlexisHR’s use of subcontractors
17.1 AlexisHR may use third parties for providing the Services, or parts thereof. AlexisHR are responsible for the performance of its subcontractors as for its own performance hereunder. 

17.2 The subcontractors currently used are set out on https://alexishr.com/resources/compliance/dpa. Alexis HR may add or replace existing subcontractors. You will be informed about any changes to the subcontractor list on the Site. Should you object to the use of a subcontractor, you may terminate the Agreement immediately.

18 Notices
18.1 All notices and communication under the Agreement must be in writing and shall be deemed to have been received by AlexisHR or you, as applicable, when (i) delivered by post, unless actually received earlier, on the third business day after posting; (ii) delivered by hand, on the day of delivery; or (iii) if sent by email, on the day of delivery, subject to the exception that the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee.

19 Force majeure
19.1 If a party is prevented from fulfilling its obligations under the Agreement due to a circumstance beyond the party’s control, including but not limited to labor dispute, fire, natural disasters, power failure, riots, acts of terrorism, sabotage, changes in regulations, governmental actions, epidemics or pandemics and or a failure or delay in services provided by a subcontractor due to a circumstance stated herein then this shall constitute a ground for release resulting in an extension of the deadline for performance and release from liability. If the performance of the Agreement to a substantial part is prevented for a period exceeding two (2) months, either party shall have the right to terminate the Agreement.

20 Entire Agreement
20.1 The Agreement represents the entire understanding and agreement between you and AlexisHR with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements in relation thereto.

21 Assignment
21.1 A party may not, without the prior written consent of the other party, assign or transfer any of its rights or obligations under the Agreement. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing, AlexisHR may assign the right to collect payment to a third party.

22 Waiver
22.1 No failure or delay to exercise any right, provision, term or condition coming to AlexisHR under the Agreement shall constitute a waiver thereof unless made in writing.

23 Governing law, disputes 
23.1 The Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard to its provisions on conflict of laws.

23.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, considering the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.

23.3 The arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings.

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