1. Background

Brito is a Digi-physical Enterprise Feedback Management Service owned and managed by Brito Solutions AB. Brito is a solution intended for companies to manage feedback from customers, employees, and other stakeholders, turn it into insight and drive sustainable results. (“The service”). The service is partly digital in the form of an IT platform and an online Academy, partly physical in the form of professional consulting services.

2. Definitions

For the purposes of this Agreement the following definitions include:

  • “Respondent” means the person or persons whom the Customer decides shall provide answers to the Service.
  • ”User” means any person who is specifically designated by the Customer to receive login information for the Service and the ongoing compilation of the answers in the Service.
  • ”Key User” means any person who is specifically designated by the Customer to be the administrator of the customer account and add additional users.
  • “Customer” means the party with whom the agreement is signed to utilize the service.
  • “Partner” means the party with whom Brito Solutions AB has an agreement to act as representing the Brito service.
  • ”Plan” means either Brito Free, Essential, Pro or Premier
  • “Products and Services” means either Brito Platform, Brito Academy or Brito Professional Services.
  • ”Start Date” means the date the parties have agreed to start using the Service.
  • ”Additional Services” means services that Brito Solutions AB or any of its partners may offer to the Customer in accordance with a special agreement.
  • ”The Solution” means the Customer-chosen Package as per the Agreement.

3. The service

3.1 The service includes, among other things, information retrieval of the Users whom the Customer has chosen to register in the system. The information-gathering consists of answers to questions in the Service. The results of the questions are compiled and reported to the designated Key User, which can then access unidentified data via the web-based interface. Unidentified compilations of User Response are stored, during the period of contract, cloud-based by Brito Solutions AB – appointed subcontractor.

3.2 Brito Solutions AB shall provide the Service, in accordance with the chosen plan as specified in the Agreed Business Proposal.

3.3 The customer may purchase additional Services through special agreements.

3.4 Brito Solutions AB may, without prior notice, make changes to the Service, which should not imply more than a slight inconvenience to the Customer.

3.5 Brito Solutions AB may, without consent, engage subcontractors for carrying out the Service or Additional Services.

4. Brito Solutions’s commitment

4.1 Brito Solutions AB shall provide the Service to the customer, in accordance with the terms of this Agreement. The Service is web-based through;

  1. login information for the Key User and users; and,
  2. automatically generated passwords to the respective Respondents; and,
  3. real-time presentation of unidentified answers; and,
  4. ongoing summary of User Response within the Service.

4.2 Brito Solutions AB takes over the obligation to provide the Service in a professional manner and in accordance with the methods and standards that Brito Solutions AB consistently apply for this type of service.

5. Customers commitment

5.1 The Customer is granted a non-exclusive right to use the Service in his own business. The Customer takes over the obligation to implement MBL-negotiations possibly needed for the introduction of the Service.

5.2. The Customer shall use the Service under the terms of this Agreement and, in addition, follow Brito Solutions’s instructions regarding starting up and using the Service.

5.3 The Customer shall continuously provide information and supporting documents necessary for Brito Solutions AB to fulfill its obligations under the Agreement. The Customer shall immediately, after signing the Agreement, appoint a Key User. Key User should be indicated by the name, email and contact information. Replacement of Key User must be notified in good time before replacement and, if this is not possible, immediately after the replacement.

5.4 The Customer may not use the Service in violation of applicable legislation or instruction.

5.5 The Customer is responsible for registering all Users in the system. The Customer shall ensure that the current number of Users is always registered in the Service.

5.6 The login information is personal for the Key User, Users and respondents respectively.

5.7 The Customer is responsible for the communication up to the point where Brito Solutions AB connects the Service to the Internet. Usage of the Service requires equipment and software [according to technical specifications], web browser and functional internet connection. The Customer is responsible for errors in his hardware or software and connection to the Internet.

6. Partners commitment

6.1 Brito Solutions AB offers a Partner Program that consists of three different types. Brito Network Member, Brito Reseller and Brito Partner Distributor.

6.1 The Partner is granted a non-exclusive right to use the Service in his own business. The Partner takes over the obligation to implement MBL-negotiations possibly needed for the introduction of the Service.

6.2. The Partner shall use the Service under the terms of this Agreement and, in addition, follow Brito Solutions’s instructions regarding starting-up and using the Service.

6.3 The Partner shall continuously provide information and supporting documents necessary for Brito Solutions AB to fulfill its obligations under the Agreement. The Partner shall immediately, after signing the Agreement, appoint a Partner Manager. Partner Manager should be indicated by name, email and contact information. Replacement of a Partner Manager must be notified in good time before replacement and, if this is not possible, immediately after the replacement.

6.4 The Partner may not use the Service in violation of applicable legislation or instruction.

6.7 The login information is personal for the Partner Manager and Trainers, respectively.

6.8 The Partner is responsible for the communication up to the point where Brito Solutions AB connects the Service to the Internet. Usage of the Service requires equipment and software [according to technical specifications], web browser and functional internet connection. The Partners is responsible for errors in his hardware or software and connection to the Internet.

7. Duration and termination of the agreement

7.1. The Service is provided by Brito Solutions AB from the Start Date. The Agreement is valid for either monthly or annual subscriptions.

7.2. Unless agreed differently, the contract runs for twelve months periods. Termination occurs within a period of notice of three (3) months for both parties. Unless the Agreement is terminated in writing with three (3) months’ notice before the end of the current contract period, the Agreement and contract period shall be extended automatically by twelve (12) months at a time. Upon termination, the agreement terminates on the last day of the month following the month in which the termination occurred.

8. Payment

8.1. The Customer shall pay the compensation under the Agreement for the selected Plan. The amount is stated exclusive of VAT. The compensation is set for a Plan, Essential, Pro or Premier. The compensation varies depending on the size of the decided packages within each Plan. Invoicing will be done in advance per contract period with 30 days of credit unless agreed upon differently. Additional services shall be done monthly, after delivered Additional service. In case of late payment, interest will be paid according to the interest rate act from the due date. For invoices send by post, an administrative fee is charged. If the invoice is paid in any other way than by Brito Solutions AB sent payment card, the invoice number shall be indicated.

8.2 The compensation is adjusted annually according to the Labor Cost Index (LCI Tjm) Index SNI 2007 Code J, with February 2017 as the base month.

9. The right to data and immaterial rights

9.1 The Customer’s information provided within the framework of the Service is the Customer’s property. The data that the Customer submits to Brito Solutions AB and makes available to Brito Solutions AB and the result of Brito Solutions ABs compilation constitutes the Customer’s data.

9.2 Brito Solutions AB and its Partners, has the right to, for an unlimited time, unrestrictedly collect, retain and use all information obtained by the Service in its operations and provide other services based on the responses received. The right includes merging with other customers’ data and utilizing them. The right also includes benchmarking the customer’s data in relation to the data of other customers in the same or other industry. This is mainly for statistical purposes and industry comparisons. All processing under this section is made with unidentified data which cannot be derived from the Customer and/or specific Users.

9.3. The content of the Service as well as the underlying software are Intellectual property right protected by copyright. The copyright is Brito Solutions AB’s. It is forbidden to make copies, without Brito Solutions AB’s consent – regardless of the technology used – by all or part of the content of the Service. Without such consent, it is also forbidden to make all or part of the Service available to the public.

9.4 The content of the Service, or the compilation of data may never be presented without Brito Solutions AB’s prior consent in the context of another site or third party. It is not allowed for the Customer to link others to the Service.

10. Processing of personal data

10.1 In Brito Solutions AB’s or of its subcontractor stored information, only the following personal data will be kept: User’s first name, surname, email and password.

10.2. For the personal data processed within the Service, the Customer is the Data Controller and Brito Solutions AB is Data Processor. The Customer is responsible for processing personal data within the Service in accordance with data law, such as GDPR, and other applicable legislation. It refers, for example, to the obligation to provide information to the data subjects and to negotiate with any employee association. Where any such consent must be obtained, it shall be the responsibility of the Data Controller to do so.

10.3. Brito Solutions AB shall only process personal data within the Service and in accordance with the Customer’s written instructions. The parties have, additionally, set up a special Personal Data Processor Agreement (Annex 5).

11. Confidentiality

11.1 The parties may not, without the consent of the other party or otherwise regulated by this Agreement, disclose information regarding the Service and the Parties’ activities within the Service and the Agreement.

11.2 The above confidentiality obligation shall be valid during the term of the agreement and for three (3) years after the termination of the Agreement.

11.3 The Parties are obliged to ensure that the Parties’ personnel notice the confidentiality of this paragraph. The Customer shall ensure that the Key User and every User handle their login information confidentially and that no one else has access to it.

12. Limitation of liability

12.1. Party does not have to perform according to the Agreement if the reason for its non-performance is: a circumstance that has been beyond Party’s control and which the party could not reasonably have expected to have anticipated or considered at the time of the conclusion of the Agreement and whose consequences the party could not reasonably have avoided or done anything about.

12.2 Party liability is limited to 15% of annual fixed compensation for the service. For Additional services, the liability is limited to the compensation for the additional assignment. Party is not responsible for a loss of profits or other indirect damages. The liability of the counterparty to third parties is also not covered.

13. Other

Brito Solutions AB has the right to assign this Agreement to another without special consent. The notification shall, however, be made at least 30 days prior to the transfer.

14. Amendments and additions

To be valid, amendments and additions to this Agreement shall be made in writing and signed by the Parties.

14. Dispute

Disputes concerning the application and interpretation of this Agreement shall primarily be settled by negotiation between the parties and, secondly, in the Swedish court in accordance with Swedish law.