1. Nature and Scope of the Assignment
1.1. Brilliant Future AB, 556392-3332, , Box 241 82, SE-104 51 Stockholm, hereinafter referred to as Brilliant, has developed a Saas, software as a service, for employee and customer surveys. Sirela Sweden AB , corporate registration number 556813-5312, hereinafter referred to as the Customer, gives hereby Brilliant the assignment, and Brilliant undertakes as a consultant to the Customer, to perform the agreed surveys (hereinafter referred to as the “Assignment”).

2. Performance of the Assignment
2.1. Brilliant undertakes to perform the Assignment in accordance with the terms set forth in this agreement, employing the expertise, speed and care which the Customer has cause to expect. Notwithstanding the foregoing, Brilliant disclaims all warranties – explicit or implicit – as to the results of the Assignment. The requirements for the Assignment and its component activities are set out in the Tender or in an appendix to the Tender.

3. Customer’s Undertakings
3.1. The Customer undertakes to cooperate with Brilliant and provide, free of charge:
1. data and background information as specified in the Project Plan,
2. the assistance otherwise reasonably required for the performance of the Assignment in the intended manner and on time. The Customer shall hereby, inter alia, promptly examine and assess surveys provided by Brilliant.

4. The Parties’ Relationship
4.1. Each party shall appoint a contact person responsible for the parties’ relationship covered by this agreement who has authorisation to take decisions on behalf of the party in question.

5. Modifications of the Assignment
5.1. The Customer has no right to modify the Assignment without the written acceptance from Brilliant. Brilliant has the right to additional remuneration for any additional costs Brilliant may incur due to modifications to the Assignment.

6. Cancellation and Evaluation
6.1. The Customer is entitled to cancel the agreement in respect of incomplete elements, whereby compensation shall be paid for surveys yet to be delivered under the terms of the Assignment, for work performed and for necessary costs. Should the Assignment be cancelled for any reason other than those stated under item 15 (Force Majeure), the Customer shall also pay compensation for losses incurred by Brilliant on account of the cancellation, including loss of commercial profit.

7. Prices and Payment
7.1. Prices and terms of payment for the Assignment are provided in the Agreement of cooperation and Appendix 1, Offer.

7.2. If the Customer is in delay making a payment and Brilliant has requested the Customer in writing to pay the amount due, Brilliant is, with reference to this item, entitled to suspend further work until the Customer has paid any outstanding debts after 30 days following such written request. Instead of suspending further work, Brilliant may terminate the agreement in its entirety through written notification to the Customer thereof. Should Brilliant thus terminate the agreement, Brilliant is entitled to damages.

8. Confidentiality
8.1. The parties undertake not to disclose any confidential information that they receive from each other under this agreement to any third party. For the purpose of this agreement, “confidential information” shall mean each item of technical, commercial or other information of a confidential nature, regardless of whether or not such information has been documented, with the exception of: a) information that is already in the public domain or becomes available to the public through no breach of this agreement by a party; b) information which a party can prove it had prior knowledge before receiving it from the other party; or c) information that is received independently from a third party free to lawfully disclose such information to the party. The parties’ confidentiality undertaking shall not be affected should this agreement be terminated or otherwise expire.

9. Proprietary Rights, Copyright, etc.
9.1. Descriptions, background material, specifications, and other information supplied by the Customer shall remain the property of the Customer. Also, the results of the survey are the property of the Customer, provided however that the survey has not been conducted to give several customers access to the same results. However, the Customer has no right of access to the names and addresses of those who have submitted information to the survey unless they have given Brilliant their explicit consent to otherwise. It is the responsibility of the Customer to ensure that it possesses all the necessary permissions for the gathering and processing of information in a database. The Customer is solely responsible for any licenses required by database managers and any other standard software required in order to access the database once the Assignment has been completed. The proprietary rights and copyrights to methods, know-how, software, survey material, collected data, etc., that Brilliant provides or uses for the performance of the Assignment under the terms of this agreement shall vest in Brilliant. This agreement does not grant to either of the parties any other rights of use, licenses, or other rights to the information obtained hereunder other than those explicitly provided for herein.

10. Brilliant’s Liability for Defects
10.1. Any significant deviation in the results of the Assignment from the specification of the Assignment shall constitute a defect. Any such defect shall be rectified by Brilliant upon the Customer issuing a complaint, containing detailed information on how the defect is manifested. The Customer shall, in order not to forfeit its right to make a complaint, give written notice of the complaint no later than three months after the defect has been, or should have been, discovered.

10.2. Brilliant is not liable for defects attributable to the submission by the Customer of incorrect or incomplete information, background data or preconditions.

10.3. If Brilliant has failed to rectify a fault or error in timely fashion – although no later than within three working days from receipt of a complaint – the Client may issue a written deadline of at least five days for rectification of same. If Brilliant fails to rectify the fault or error within the stated deadline, the Client will be entitled to a discount on the remuneration paid, proportional to the size of the fault or error. The Client is not entitled to claim damages, to terminate the contract, nor to any recourse other than those stated above on account of faults or errors.

11. Delays in Delivery
11.1. A delivery is considered delayed if Brilliant does not complete the Assignment in accordance with the Schedule provided in the Project Plan.

11.2. Brilliant is entitled to a reasonable extension of time if Brilliant’s delay is caused by circumstances for which the Customer is responsible, or circumstances provided for in item 14 (Force Majeure) or covered by item 5

11.3. If a delay pursuant to item 11.1 above is caused by Brilliant or by a circumstance, for which Brilliant is responsible, and continues for more than two months, the Customer is entitled through written notification to terminate this agreement. Should the Customer thus terminate the agreement, the Customer is entitled to a refund on compensation paid corresponding to the damage that the delay has caused the Customer, however such refund shall not exceed the amount specified under item 13.

11.4. The Customer shall, in order not to forfeit its right to claim a refund, give written notification of the delay no later than three months after the delay has occurred according to the Schedule in the Project Plan.

12. Termination in the Event of a Breach or Insolvency
12.1. If either party significantly fails to fulfil its contractual obligations in any way besides those described in items 7, 10, and 11, and if the failure has not been substantially rectified within thirty days from the date of a written request thereof, the counterparty is entitled to terminate the agreement with immediate effect. Termination shall be made in writing and sent to the failing party by registered post.

12.2. Either party is entitled to terminate the agreement with immediate effect if the other party is placed in bankruptcy, enters into liquidation, initiates procedures of corporate restructuring, or otherwise can reasonably be deemed to be insolvent. Regardless of whether or not the agreement is terminated, damages incurred by a party due to the other party’s insolvency shall be indemnified by such other party.

13. Liability and Limitation of Liability
13.1. Each party is liable to the other party, subject to given limitations, for any damage that it might cause the other party through the breach of any of the provisions of this agreement. Such liability is, however, limited to direct losses corresponding to 15% of the value of the agreement, unless the damage is caused by a wilful act or gross negligence. Neither of the parties shall under any circumstance be liable towards the other party for loss of profit or other indirect damages or losses, including any indemnity obligations towards a third party or loss of data, unless explicitly stated otherwise in the agreement, as for instance in item 17.1 below regarding processing of personal data.

13.2. A party who has suffered damages must, in order not to lose its right to damages, present a written claim to the other party no later than ninety (90) days after the basis for the claim was discovered or should have been discovered. In all circumstances, the Customer’s right to impose sanctions against Brilliant will cease three (3) months after the Assignment has been completed.

14. Force Majeure
14.1. If a party is unable to fulfil its undertakings, or is significantly hindered in doing so, by a circumstance beyond its control, such as industrial action, lightning, strike, fire, war or threat thereof, breakdown in public communication or transport, or any other similar circumstance, this shall constitute grounds for exemption that entail a deferral of completion and a discharge from liability for all consequences for the delaying party. Such liabilities do not, however, include the party’s liability to make due payments.

15. Infringement of Other Rights
15.1. It is the responsibility of the Customer to investigate whether the results of the Assignment or the delivered product infringe any third party applicable rights. Brilliant has not made any detailed inquiries and has no knowledge of and disclaims all responsibility for any such infringement.

16. Assignment
16.1. Neither party may assign this agreement to any third party without the consent of the other party. Notwithstanding the foregoing, Brilliant may assign the right to receive payment under this agreement without the Customer’s prior consent.

17. Personal Data Processor
17.1. When Brilliant processes personal data within the framework of the services or otherwise under the agreement, such processing must take place in accordance with Appendix 3 – Data Processor Agreement.

17.2. Brilliant’s liability for any damages attributable to Brilliant’s processing of personal data contrary to said agreement, or to the statutory instructions or guidelines the customer has provided, shall be regulated exclusively by the Data Processor Agreement.

18. Disputes
18.1. Any dispute arising out of or in connection with this agreement shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm. Swedish law shall apply to the dispute. For payments overdue related to the Assignment, Brilliant may appeal to public courts or the Swedish Enforcement Authority.

18.2. Arbitration proceedings cannot be initiated by either party later than 12 months after a complaint regarding the fault or act of negligence is made.