Terms and conditions

1.    Definitions

"Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than 50% of the voting shares or other ownership shares in such entity.

"Agreement” means the Customer’s order for a license to the Service accepted in writing by both Parties.

"Agreement for Brilliant’s Services” means the Agreement together with these Terms and the other contract documents to which the Agreement refers.

"Confidential Information” means any information of a Party disclosed to the other Party under these Terms which is marked in writing as confidential or which the Receiving Party should reasonably understand to be confidential due to the nature of the information or the circumstances under which it is disclosed. Customer Data is always considered Confidential Information except as set forth below. Confidential Information does not include information that: (i) the Receiving Party independently developed without the Disclosing Party’s Confidential Information; (ii) is or becomes publicly known without an action by the Receiving Party’s; (iii) the Receiving Party already had knowledge about at the time the Receiving Party received the Confidential Information from the Disclosing Party; or (iv) the Receiving Party receives from a third party not subject to confidentiality obligations.

"Contract Date” means the date on which the Terms or the Agreement referring to the Terms is signed by both Brilliant and the Customer or otherwise electronically accepted by the Customer.

“Customer Data” means all information and data provided to or collected by the Customer, Users and Respondents when using the Service under the Terms.

"Data Protection Laws" means all applicable laws relating to the processing of personal data, including the General Data Protection Regulation (Regulation (EU) 2016/679) "GDPR" and any amendments, replacements or renewals thereof as well as all binding national laws implementing the GDPR and other binding and applicable directives, laws, regulations and case law on the protection of personal data.

"Defects in the Service" means defects in the Service that cause the functionality of the Service to materially deviate from what follows from the Service Description and which are not attributable to the Customer, Users or any other circumstance for which the Customer is responsible.

"Disclosing Party” means the Party disclosing Confidential Information to the other Party.

"Fees” means the fees payable by the Customer for the rights granted in these Terms as set out in the Agreement.

"Output” means the conclusions, analyses and summaries that the Service generates from Customer Data.

"Party” or “Parties” means Brilliant and Customer separately or jointly.

"Personal data” has the meaning given in the Data Protection Laws.

“Receiving Party” means the Party receiving Confidential Information from the other Party.

"Regular Working Hours” means Monday to Friday (excluding national holidays) 08.00-17.00 in Sweden.

"Respondents” refers to individuals who respond to questionnaires and surveys through the Service.

“Service” means the service licensed to the Customer under the Agreement.

"Service Description” means the description of the functionality of the Service available from time to time on Brilliant’s website in accordance with the references and links available in the Agreement. See link here.

“Subscription” means the Customer’s subscription to the Service.

“Subscription Period” means the period that the Customer subscribes to the Service as set out in the Agreement including any written agreement between Brilliant and the Customer to extend the Subscription.

"User" means an individual with a personal user account for the Service.

"User Data” means technical information about the Customer’s use of the Service.

2.    License

2.1    License grant

Brilliant grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for the Customer's internal business purposes during the Subscription Period. The license is valid for the number of Users specified in the Agreement and is subject to any limitations and other specifications set forth in the Agreement. 

2.2    Restrictions

The Customer may not itself, and may not authorize or enable a third party to:

a)    use the Service in violation of applicable laws or in a manner that infringes third party rights;
b)    use the Service in a manner that may harm the Service or other customers' use of the Service;
c)    use the Service to make decisions without human oversight;
d)    use the Service for the purpose of categorizing people based on their characteristics and affiliations, or for the purpose of inferring individuals' feelings such as anger, happiness, sadness, surprise and fear or sensitive characteristics such as gender, race, nationality, religion or exact age;
e)    use the Service on behalf of any third party or make the Service available to third parties (not including Respondents in connection with the Customer's use of the Service) other than as expressly permitted in the Agreement; 
f)    attempt to extract source code from, find backdoors in, decompile, reverse engineer or modify the Service or create derivative works based on the Service, unless otherwise permitted by applicable mandatory law; 
g)    remove or change any proprietary notices from the Service; or
h)    use the Service or in any other manner act in breach of any restrictions under the Agreement or other agreements between the Parties regarding the Customer's use of the Service.

For the avoidance of doubt, point (d) shall not limit the possibility to carry out sentiment analysis and generate insights and recommendations based solely on text analysis, and which is carried out on an anonymized or aggregated basis.

The Customer is responsible for ensuring that all Customer Data and other content provided or collected by the Customer, Users or Respondents when using the Service does not violate applicable laws or third party rights (including intellectual property rights) or constitute material that may be considered offensive. 
The Customer is fully responsible for informing Users and Respondents of the relevant terms of the Agreement and is responsible for their compliance with such terms.

2.3    Access to the Service

Unless otherwise agreed in writing between the Parties, the Customer is granted access to the Service on the date the Subscription commences under the Agreement. 

2.4    Service levels

The Service shall have an availability as further specified in the Service Description.

2.5    Third party products

The Customer understands that the Service primarily consists of proprietary software developed by Brilliant but also includes third party products licensed by Brilliant. Such third party products are in most cases provided as part of the Service. However, Brilliant may enable the Customer to purchase certain additional services in the Service directly from third parties. Such purchases are then made directly from the third party and are governed by the agreement entered into between the Customer and the third party supplier. It is clearly indicated in the Service if an add-on product is provided directly by a third party and if specific terms from the third party apply for the use of the third party product.

3.    Support, updates, defect correction and amendments

Brilliant provides technical support for the Service during Regular Working Hours via e-mail. Support is provided in Swedish and English. Continuous maintenance and updates are performed regularly by Brilliant. In the event of longer planned downtime, Brilliant will inform the Customer with at least two (2) weeks' notice. Brilliant is also responsible for ensuring that Brilliant remedies any Defects in the Service within reasonable time from Brilliant becoming aware of the Defect. To initiate a support case, Brilliant must be contacted directly on support@brilliantfuture.se .
Brilliant has the right to amend the Service and the Service Description from time to time but may only make major changes for the purpose of providing improved features or increased security for the Service or to comply with legal requirements.

4.    Fees and payment

4.1    Fees

The Customer shall pay the Fees at the price specified in the Agreement. 
Upon automatic renewal of the Agreement in accordance with Section 5.1, Brilliant has the right to adjust the Fees annually in accordance with the annual change in the Labor Cost Index (LCI) for industry sector J (Information and communication companies), with June as the base month for the preliminary outcome. If there are major changes to the functionality of the Service, Brilliant reserves the right to further adjust the Fees to reflect these changes or, to provide new features or services as additional services at a separate price. Any major changes to the Service are undertaken for the purpose of improving the functionality or security of the Service. Further, Brilliant has the right to adjust the Fees to the extent that Brilliant's suppliers increase their prices in a manner that directly affects Brilliant's costs for providing the Service. The adjustment shall be proportionate to the actual cost increase and notified to the Customer in writing no later than sixty (60) days before it takes effect. Upon Customer's request, Brilliant shall provide documentation demonstrating such cost increases to Brilliant. 

Costs for consulting services are invoiced according to Brilliant's then-current price list. Costs incurred by Brilliant in connection with the provision of the consulting services, such as travel expenses and other purchases related to the delivery of the consulting services, will be invoiced to the Customer with a markup of fifteen (15) %. Any changes or adjustments to the consulting assignment that are identified or added beyond what is previously agreed, will be invoiced to the Customer according to the standard hourly rate based on each commenced hour of work. If travel time is incurred during the assignment, it will be invoiced at fifty (50) % of the standard hourly rate.
All amounts referred to in the Agreement are exclusive of all taxes and other charges. The Customer shall be responsible for paying all applicable taxes and other charges relating to the Customer's entering into the Agreement and the Customer's use of the Service.  If the Customer is exempt from VAT, the Customer shall promptly provide Brilliant with documentation certifying this.

4.2    Invoice and payment

Fees are invoiced monthly in arrears unless otherwise stated in the Agreement. Notwithstanding the foregoing, Fees for annual subscriptions are invoiced annually in advance. The costs of consultancy services are also invoiced in arrears unless otherwise agreed in writing between the Parties in the individual case. The payment deadline for each monthly invoice is thirty (30) days from the invoice date.
All amounts described in this Section are payable to Brilliant in SEK.

4.3    Payment default

If the Fees are due for payment according to the due date of the applicable invoice, penalty interest will be charged in accordance with the Swedish Interest Act (1975:635) from the due date of the invoice until the amount is paid.

5.    Term and termination

5.1    Term

The Agreement shall commence on the Contract Date and shall continue for a period of at least twelve (12) months or the longer contract period agreed between the Parties in the Agreement. The Agreement will be automatically renewed for further periods of twelve (12) months at a time, unless either Party gives written notice to the other Party at least three (3) months before the expiry of the relevant contract period (the "Contract Period"). This applies unless the Agreement is terminated earlier in accordance with what is stated in the Terms or if the Parties have agreed in writing on a different contract term.

5.2    Brilliant's right to immediate termination

Brilliant may terminate the Agreement with immediate effect by written notice to the Customer if the Customer:

a)    breaches its obligations under Section 2 (License), Section 6 (Intellectual property rights), Section 8 (Confidentiality), Section 9 (Ownership, use of data and AI functionality) or Section 11.5 (Compliance);
b)    commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof from Brilliant; or 
c)    is declared bankrupt or goes into liquidation, enters into insolvency proceedings or otherwise appears to lack payment ability satisfactory to Brilliant.

Brilliant further reserves the right to terminate the Agreement with immediate effect if Brilliant's ability to deliver the Service is substantially impaired or ceases. If the Agreement is terminated for this reason, Brilliant shall refund to the Customer any amounts paid in arrears by the Customer for the use of the Service for the period after the termination of the Agreement.

5.3    Restriction of access

Brilliant may suspend or restrict the Customer's access to the Service (in whole or in part) in any of the following cases:

a)    at any time after the Customer has not fully paid an invoice thirty (30) days after the due date of such invoice; 
b)    if it is necessary from an IT security perspective to protect the Service or the Customer's or other customers' data processed in the Service;
c)    if the Customer breaches Section 2.2 (Restrictions); or
d)    if the Customer is in breach of the Agreement and the breach has not been remedied within ten (10) working days of receipt of Brilliant's notice thereof. 

5.4    Customer's right to immediate termination

The Customer may terminate the Agreement with immediate effect by written notice to Brilliant if Brilliant:
a)    breaches its obligations under Section 8 (Confidentiality);
b)    commits a material breach of the Agreement and fails to remedy the breach within thirty (30) days after a written notice thereof from the Customer. 

5.5    Effects of termination

In the event of termination of the Agreement for whatever reason
a)    Brilliant will give the Customer the opportunity to export Customer Data in the Service within a reasonable time before access to the Service ceases, and thereafter erase all Customer Data except for such data that is subject to the license under Section 9.2;
b)    the Customer shall pay all outstanding invoices in accordance with Section 4;
c)    all access to the Service granted to the Customer under the Terms will cease; 
d)    the Customer shall immediately cease to use the Service; and 
e)    the Customer will immediately destroy (or return at Brilliant's request) all materials provided by Brilliant to the Customer in connection with the Agreement. 

Termination or expiration of the Agreement does not relieve the Customer of any payment obligation under the Agreement in respect of an outstanding invoice for the Customer's use of the Service. 

Cancellations of consulting services notified four (4) to two (2) weeks before the agreed start date of the assignment will be charged fifty (50) % of the cost of the assignment. Cancellation later than two (2) weeks before the agreed start date will be charged the full cost of the assignment.

In the event that the Customer terminates the Agreement in accordance with Section 5.4 above, Brilliant shall refund to the Customer any amount paid in advance by the Customer for the use of the Service for the period after the termination of the Agreement. 

Section 2.2 (Restrictions), Section 4 (Fees and payment), Section 5.5 (Effects of termination), Section 6 (Intellectual property rights), Section 7 (Warranty), Section 8 (Confidentiality), Section 9 (Ownership, use of data and AI functionality), Section 10 (Limitation of liability) and Section 11 (Miscellaneous) shall survive termination of the Agreement.

6.    Intellectual property rights

6.1    Intellectual property rights

Subject to Section 6.2, Brilliant shall: (a) defend the Customer and each of its employees, directors and officers against claims from third parties to the extent that such claim arises out of or relates to an intellectual property claim (defined below); and (b) indemnify the Customer and each of its employees, directors and officers against all damages and losses that: (i) is awarded by a court in a final judgment that is not subject to appeal; or (ii) that Brilliant has agreed to pay in a settlement of such Intellectual Property Claim. "Intellectual property claim" means any claim based on an allegation that the Service infringes a valid patent, trademark or copyright.
Brilliant's obligations under Section 6.1 shall apply provided that the Customer (i) notifies Brilliant in writing of any such claim immediately upon becoming aware of it (provided that Brilliant's indemnification obligation under the Agreement shall be reduced only to the extent that the Customer's failure to provide such notice materially affects Brilliant's ability to defend against such claim) and allowing Brilliant to have sole control over the defense of the claim and any related settlement negotiations, and (ii) cooperates with Brilliant in the defense or settlement of the claim at Brilliant's expense. Brilliant will have no obligation to reimburse any settlement, payment or acknowledgement made by the Customer, or for any costs incurred in connection with the claim, without Brilliant's prior written consent. The liability outlined in this Section 6.1 constitutes Brilliant's full liability and the Customer's sole remedy for intellectual property claims in connection with the Agreement.
In the event that the Service infringes or is alleged to infringe the rights of any third party, Brilliant may, at its sole discretion and expense:

a)    obtain a license from a third party to continue using the relevant material to deliver the Service as is; 
b)    replace or modify the Service so that it no longer infringes the rights of third parties; or
c)    if none of the above options is commercially justifiable or practically feasible, remove the parts of the Service that infringe or are alleged to infringe the rights of third parties or, cease providing the Service.

6.2    Exemption

Notwithstanding anything else in the Agreement, Brilliant shall have no liability for claims based on:

a)    use of the Service in combination with any other products, equipment, software, systems, services or data not provided, recommended or authorized by Brilliant;
b)    a version of the Service that has been modified or integrated by Brilliant in accordance with specifications or instructions provided by the Customer; or
c)    any modification to the Service not made by Brilliant.

Brilliant is further not liable for damage or loss due to circumstances for which the Customer is responsible under Section 6.3 below.

6.3    Customer’s liability

The Customer shall defend or settle any third party claim against Brilliant (i) arising out of use of the Service in violation of the Agreement, (ii) attributable to Customer Data or use of the Output; or (iii) arising out of the Customer's use of the Service after Brilliant has notified the Customer that the Customer's use may infringe the intellectual property rights of a third party. The Customer's obligations under this Section are subject to Brilliant (a) notifying the Customer in writing of such claim immediately upon becoming aware of it (provided that the Customer's indemnification obligation under this Section shall be reduced only to the extent that Brilliant's failure to provide such notice materially affects the Customer's ability to defend against such claim) and allowing the Customer to have sole control over the defense of the claim and any related settlement negotiations, and (b) cooperating with the Customer in the defense or settlement of the claim at the Customer's expense. The Customer will have no obligation to reimburse Brilliant for any settlement, payment, or acknowledgement made by Brilliant, or for any costs incurred in connection with the claim, without the Customer's prior written consent.

7.    Warranty

7.1    Brilliant’s warranties

Brilliant warrants to the Customer that Brilliant has the right to grant the Customer the right to use the Service under the Agreement, subject to the limitations set forth in these Terms regarding the Customer's use of the Service, and that the functionality of the Service will not materially deviate from the Service Description.

8.    Confidentiality

The Receiving Party may only use the Disclosing Party's Confidential Information to fulfill its obligations or exercise its rights under the Agreement.

The Receiving Party shall not directly or indirectly disclose or make available the Disclosing Party's Confidential Information to any other person.

The Receiving Party shall protect the Disclosing Party's Confidential Information with at least the same degree of care and confidentiality that it implements to protect its own information of similar confidential nature and value (but in any event not less than a reasonable degree of care and confidentiality). The Receiving Party shall notify the Disclosing Party in writing of any unauthorized use or disclosure of the Disclosing Party's Confidential Information of which the Receiving Party becomes aware and assist the Disclosing Party in remedying such unauthorized use or disclosure caused or contributed to by the Receiving Party.

Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party's Confidential Information if required by applicable law, court or governmental order. Unless prohibited by applicable law, the Receiving Party shall promptly notify the Disclosing Party in writing of the requirement to disclose Confidential Information. The Receiving Party shall further take reasonable actions to assist the Disclosing Party to prevent such disclosure of the Confidential Information and to ensure the confidential treatment of the information.

9.    Ownership, use of data and AI functionality

9.1    The Service

Brilliant retains all rights, including intellectual property rights and registrations, to User Data and Brilliant’s Confidential Information. The Service is owned by Brilliant, which retains all rights, including intellectual property rights and registrations, related to the Service. 
Except for the license granted under Section 2, the Customer does not acquire or obtain any rights under the Agreement, including but not limited to intellectual property rights and registrations, User Data or Brilliant's Confidential Information. 

9.2    Customer Data and Output

The Customer retains all rights, including but not limited to intellectual property rights and registrations, to all Customer Data. The Customer also retains all rights to the Output generated by the Service from Customer Data. The Customer has full control over the Customer Data and the Output and may export or request Brilliant to delete it at any time during the Contract Period.
The Customer hereby grants to Brilliant a non-exclusive, royalty-free license to use, process and store Customer Data and Output for the purpose of providing the Service and monitoring Customer's compliance with the Agreement. The Customer further grants Brilliant a non-exclusive, free of charge license to use, process and store Customer Data and Output in anonymized and aggregated form, as well as the Customer's company name and organization number, for the purpose of further developing and improving the Service and producing statistics as a basis for benchmarking and industry analysis. 
The Customer is solely responsible for verifying the accuracy, quality and lawfulness of Customer Data, as well as any third party licenses, consents and permissions required to use Customer Data in the Service and to grant rights to it under this Section 9.2. 
The Customer is solely responsible for verifying that the Output is accurate and does not infringe the rights of any third party and that the use of the Output complies with applicable law and without infringing the rights of any third party. For the avoidance of doubt, the Customer's responsibility for verifying Output shall not in any other way affect Brilliant's responsibility for the functionality of the Service under the Agreement.
Brilliant works continuously to ensure that AI functionality included in the Service is managed and implemented in a secure manner. Brilliant is responsible for ensuring that the AI functionality is implemented and provided in accordance with applicable legal requirements, including the AI Regulation ((EU) 2024/1689), and in accordance with these Terms.

10.    Limitation of liability

10.1    Limitation regarding certain damages

To the extent permitted by applicable law and except for breach of Section 2.2 (Restrictions), Section 8 (Confidentiality) and Section 6 (Intellectual property rights), neither Brilliant nor Customer will be liable for (i) loss of profits, business opportunities or data, (ii) business interruption, or (iii) indirect or consequential damages of any kind.

10.2    Thirt party claims

A Party is not liable for claims against the other Party by third parties, except as stated in Section 6.

10.3    Limitation of liability

Except for (i) damages under Section 6 (Intellectual property rights), Section 8 (Confidentiality), the Parties' data processing agreement or (ii) to the extent required by mandatory applicable law, the Parties' total liability for damages or claims related to the Service or the Agreement shall not exceed the fees paid by the Customer to Brilliant under the Agreement during the twelve (12) months preceding the date on which the event giving rise to the Customer's claim occurred. If the Agreement has not been in force for twelve (12) months before the claim arose, liability shall be limited to the applicable monthly fee multiplied by twelve (12).
The limitation of liability does not apply to damages resulting from a Party's breach of Section 6 (Intellectual property rights) or Section 8 (Confidentiality). For damages resulting from a Party's breach of the Parties' data processing agreement, the Parties' total liability for damages or claims is limited to two (2) times the contract value.

11.    Miscellaneous

11.1    Notifications

All notices given under the Agreement for Brilliant's Services shall be in writing and sent by e-mail to the e-mail address specified by each Party in the Agreement.

11.2    Assignment

The Customer may not assign or otherwise transfer, whether by operation of law or otherwise, the Agreement or any part thereof or any rights or obligations under the Agreement without the prior written consent of Brilliant. Consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, the Customer may assign the Agreement to a purchaser of all or substantially all of the Customer's assets without consent, provided that such purchaser agrees in writing to assume and be bound by all of the Customer's obligations under the Agreement.
Brilliant has the right to assign all or part of Brilliant's obligations and rights under the Agreement to Brilliant's Affiliates.

11.3    Relationship

The Parties are independent entities. The Agreement does not create any agency, partnership, joint venture or employment relationship between the Parties. 

11.4    Applicable law and dispute resolution

Swedish law shall apply to the Agreement and the provision of the Service.

Disputes arising out of or in connection with the Agreement or the Service shall be finally settled by arbitration administered by the SCC Arbitration Institute ("SCC"). The Rules for Expedited Arbitration shall apply unless the SCC, taking into account the complexity of the case, the value of the subject matter of the dispute and other circumstances, determines that the Arbitration Rules shall apply. In the latter case, the SCC shall also determine whether the arbitral tribunal shall be composed of one or three arbitrators.
The seat of arbitration shall be in Stockholm. The language to be used in the arbitral proceeding shall be Swedish or English.

11.5    Compliance 

Each Party undertakes to comply with all applicable laws and regulations.

11.6    Personal data

Brilliant processes Personal data on behalf of the Customer under the Agreement for Brilliant's Services and the Parties have therefore entered into a data processing agreement in accordance with data protection legislation as set out in the Data Processing Agreement.

11.7    Interpretation and invalidity 

If any provision of the Agreement or the application of any provision is declared or held to be invalid or unenforceable in whole or in part for any reason, the other provisions of the Agreement shall continue in full force and effect, and the invalid or unenforceable provision shall be deemed to have been modified to the minimum extent necessary to be valid, lawful and enforceable.

11.8    Force majeure

Neither Party shall be liable for any failure or delay in the performance of its obligations, except for payment obligations, if this is due to circumstances beyond its control, such as, but not limited to, natural disasters, power failures, communication network interruptions, war, fire, government action or pandemic. The same shall apply if a subcontractor is prevented due to such event.

11.9    Entire agreement and amendments

The Agreement for Brilliant's Services, including the Agreement, the Terms and other contract documents, constitutes the entire Agreement for Brilliant's Services between the Parties relating to the Service and supersedes all prior or contemporaneous agreements, discussions, negotiations and industry practices. In the event of a conflict between the Agreement and the Terms, the Agreement shall prevail. Any deviations from the Terms are only valid if they are stated in the Agreement. In the event of a conflict between the Terms and the other contract documents, the Terms shall take precedence, with the exception of matters relating to mandatory data protection legislation, in which case the Data Processing Agreement shall take precedence.
Brilliant has the right to amend these Terms and shall notify the Customer of such amendments. In the case of material changes to the Service, Brilliant shall notify the Customer thirty (30) days before the changes take effect. If the Customer objects to a material change to the Service within thirty (30) days of Brilliant sending a notice to the Customer informing of the change, the Customer shall be entitled to terminate the Agreement with immediate effect. If the Customer does not object within thirty (30) days, the changes are deemed to be accepted by the Customer.