Terms and Conditions

Appendix A – Pihr Pay Equality Total

Version: 2025-04-25

1. Introduction

PIHR - Performing Ideas HR AB ("Performing Ideas"), which operates under the trademark "PIHR", has entered into a license agreement (the “Agreement”) with the Licensee regarding access and right of use to what is herein referred to as "Performing Ideas Pihr Pay Equality“ (the "Software"). In addition to what is stated in the Agreement, including definitions, the following general terms and conditions shall apply.

2. Version upgrades

All licensees are entitled to the existing version upgrades of the Software as part of the Agreement.

3. Payment and Late payment interest

The Licensee must complete the payment within 30 days from the date of the invoice. On a claim that is due for payment, default interest rate shall be paid according to Section 6 of the Swedish Interest Act (1975:635).

4. Liability for errors

According to the conditions below, Performing Ideas is responsible for the Software during the period up to the date of production of the next update, however no longer than one year after delivery, conforming to the specifications provided by Performing Ideas. Performing Ideas does not guarantee a Software completely free from program errors and the Licensee understands that a Software free from errors cannot normally be achieved. Furthermore, Performing Ideas does not guarantee that the Software will work together with or not be affected by other software, equipment, service, or product.

Among other things, Performing Idea's liability does not include:

1. Errors or defects which are of no importance for the intended use of the Software, and which cannot be considered a nuisance for the Licensee.
2. Errors or defects caused by the Licensee's use of the Software with equipment other than that recommended by Performing Ideas.
3. Errors caused by the Licensee's company changes or interventions in the Software that did not take place in accordance with Performing Ideas instructions or consent.
4. Errors caused by the Licensee's or user's use of the Software in a way other than what appears in the documentation or by negligence on the part of the Licensee, its staff, users or third parties or by other circumstances beyond Performing Idea's control.

Errors must, to be invoked against Performing Ideas, be reported to Performing Ideas in writing without delay after the error is discovered. Performing Ideas is only responsible for errors reported within three (3) months of initial delivery or, in the case of new versions, within three (3) months of the release date.

Where this is possible for Performing Ideas, the error will be corrected. If correction of the error is not possible, instructions on how to circumvent the error must be provided. If Performing Ideas cannot meet the provided specifications through remedial measures, Performing Ideas shall propose other measures.

The Licensee shall accept the measures proposed by Performing Ideas for the Software if the Software thereby meets the provided specifications and the measures do not cause inconvenience to the Licensee. If the Licensee has reported an error and it turns out that there is no error for which Performing Ideas shall be responsible for, the Licensee shall reimburse Performing Ideas for the cost of the measures taken. Performing Idea's responsibility for errors and deficiencies is limited to what has been stated.

5. Indemnification

The Licensee may not use the Software in such a way as to cause damage or inconvenience to Performing Ideas or others. The Licensee shall indemnify Performing Ideas for claims from third parties based on the Licensee's or user's use of the Software in violation of the provisions of the Agreement. Performing Ideas has the right to suspend or limit the Licensee's or user's access to the Software if:

1. the Licensee's or user's use of the Software causes damage, risk of damage, or inconvenience to Performing Ideas or another person; or
2. the Licensee or user uses the Software to a greater extent or for a purpose other than that specified in the Agreement.

In the event of restriction or suspension of access to the Software, the Licensee must be notified as soon as possible. Performing Ideas has the right to charge the Licensee its costs for disconnection, suspension, or restriction as well as for the restoration of such action.

Licensee has the responsibility to manage the user identity and password so that unauthorized persons cannot access them. The Licensee must notify Performing Ideas as soon as possible if the Licensee suspects that someone unauthorized has gained access to the user identity or password. The Licensee is responsible for all use of the Software made with user identity and password. This liability also applies to use by another person as a result of:

1. the Licensee or any user has disclosed their user identity or password,
2. unauthorized access to user identity or password as a result of gross negligence on the part of the Licensee or user,
3. the Licensee fails to report the relationship to Performing Ideas as soon as possible after the discovery of an unauthorized access to the Licensee's or user's user identity or password.

The Licensee is responsible for all material stored on its own website in connection with the Software, including text, images, video, sound and data, as well as links to other web pages.

6. Limitation of liability

The Software generates, based on the data and other material that the Licensee enters into the system, a result (the "Result"). The Licensee is solely responsible that the data, application numbers and other material entered into the system (the "Data") is correct and the Licensee shall be solely responsible for the decisions that the Licensee makes based on the Result and the Data delivered in the form of, for example, PowerPoint and Excel.

The Software is only an enabler for the Licensee to streamline analyses of the Data that the Software processes and Performing Ideas thus takes no responsibility for the accuracy or correctness of the Report that is generated based on the Data.

Performing Ideas shall not be liable for indirect damages or consequential damages such as, loss of profit, expected savings, decrease in production or turnover, licensees’ fulfilment of any legal requirements, impediments to fulfilling obligations towards third parties or non-use of the Agreement by the Licensee.

Neither is Performing Ideas responsible in any case for loss of data. This limitation of liability shall not apply to damage caused intentionally or through gross negligence. Performing Idea's total claim for damages due to the Agreement is limited to an amount corresponding to one (1) year's license fee calculated based on an average for the time the Agreement lasted, at the time the damage occurred. The right to damages is forfeited if claims for compensation are not made in writing within three (3) months from the time of delivery of the Software or the release date of the new version.

7. Exemption grounds

If a party is prevented from fulfilling its obligations under the Agreement due to a circumstance beyond the party's control, such as a lightning strike, labor conflict, pandemic, epidemic, fire, changed authority regulations, authority intervention and errors or delays in services from subcontractors as a result of the circumstance stated above, this shall constitute grounds for exemption which entails exemption from damages, fines and other possible penalties.

8. Confidentiality, security

The parties undertake to maintain confidentiality during the term of the Agreement and thereafter with regard to Confidential Information received by the party as a result of the Agreement. The commitment does not apply to such information that the party receives from third parties, whose access and/or dissemination of the information does not constitute a breach of contract or illegal act.

In this regard, the parties are also responsible for their employees, consultants and subcontractors.

"Confidential information" refers to information of a commercial or technical nature to which a party gains access through a request for quotation, idea proposal, synopsis, presentations in text or other form, or through access to the other party's premises. Confidential information also includes the information that the parties obtain through the business discussions that take place between the parties.

Performing Ideas is responsible for ensuring that operation of the Software and the application always takes place on servers located within the borders of the EU and that data is not transferred outside the EU, and that the Software meets requirements for secure uploading of data via SSL certificate. Furthermore, Performing Ideas is responsible for ensuring that no data is stored after the user has ended their session and logged out of the Software.

9. Intellectual property rights

All intellectual property rights and technical solutions associated with the Software as well as the trademarks "PIHR" and "Performing Ideas Pihr Pay Equality - TOTAL" belong to Performing Ideas HR AB and no other rights to the Software other than the License to use the Software are transferred according to this Agreement.

10. Copyright infringement

Performing Ideas is not liable to the Licensee for infringement claims based on Performing Ideas being used together with another product or application that is not part of Performing Ideas' mission or on the Software being changed or used in a way for which it was not developed.

11. Additions, amendments

Additions and amendments to the Agreement must be made in writing and signed by an authorized representative of the party in order to be valid.

12. Transfer of the agreement

Performing Ideas may assign the right to receive payment without the Licensee's consent. Performing Ideas may, without the other party's written consent, assign the Agreement in its entirety to another party, provided that the terms of the Agreement remain the same.

13. Transfer of the agreement

Any notice shall be made by courier or by registered letter to the parties' addresses specified in the Agreement or subsequently changed. The notice shall be deemed to have reached the recipient no later than:

1. If delivered by courier: upon delivery
2. If sent by registered letter: three (3) days after handing over for postal delivery.

The party must notify if the address changed in the manner prescribed in this provision.

14. Complete regulation

The Agreement with its appendices constitutes the parties' complete settlement of all matters related to the Agreement. All written or oral commitments and statements that preceded the Agreement are replaced by the contents of the Agreement.

15. Applicable law

Swedish law shall apply to this Agreement.

16. Dispute

Disputes arising from the Agreement shall be finally settled in accordance with the current law on arbitrators. In the event of a dispute, if the value of what is clearly claimed does not exceed twenty-five times the base amount, applicable at the time of invoking arbitration according to the Swedish National Insurance Act (1962:381) on general insurance, the dispute shall be settled by a sole arbitrator appointed by the Stockholm Chamber of Commerce at the request of the parties.

Regardless of what has been said above, the Party has the right to turn to the court or competent authority to obtain payment for clear and overdue claims.