GENERAL TERMS

General terms and conditions for the licensing and usage of Winningtemp

2021-02-02

1. Background

1.1 These general terms and conditions (the “Terms”), apply for all services provided to the Customer by Winningtemp.

2. Definitions

Add-ons” refers to the additional features that the Customer purchase from Winningtemp. Any Add-ons purchased by the Customer are included in the Service.

Agreement” refers to all documentation that constitutes contractual content between the parties; the Main Agreement, the Terms, any appendices mentioned in the Main Agreement or in the Terms and any Additional Orders.

”Additional Orders” refers to purchase of Add-ons, Consulting Services or additional functionality of the Service not agreed in the Main Agreement.

”Access Point” refers to the point or points at which Winningtemp connects the Service to a public electronic communications network (internet) from which the Customer and Users can access the Service via a web- or mobile application.

Customer Data” refers to all data that the Customer, Users or Winningtemp, on behalf of the Customer, submit to the Service or that is created in the Service and which does not form part of the Service or the Documentation or can otherwise be considered to constitute Winningtemp Data.

Customer” refers to the company that according to the Main Agreement is the customer.

Consulting Services” refers to the consulting services in any form that Winningtemp performs on behalf of the Customer that have either been agreed upon at the conclusion of the Agreement or as Additional Orders.

Defect” refers to deviations from what the parties have explicitly agreed on in a Consultant Order or if the Service deviates from the Service Specification. Deviations due to circumstances beyond Winningtemp control does not constitutes a defect.

Documentation” refers to any instructions or other documentation that Winningtemp provides to the Customer at any time, for example by publishing such documentation at Winningtemp’s webpage

License” refers to a licence the Customer pays for in order for a specific User to be able to use the Service as specified in the Main Agreement.

Main Agreement” refers to the commercial agreement between the parties in which the Service and/or Consulting Services that Winningtemp shall provide to the Customer are specified. The Main Agreement may be an order from the Customer on Winningtemp’s website or consist of a quote submitted by Winningtemp and approved by the Customer orally or in writing, or a (digitally or physically) signed agreement.

”Service” refers to the Winningtemp platform that Winningtemp provides as a cloud-based standard web- and mobile application (including any Add-ons) and for which the customer buys Licenses. The Service is provided with different functionality depending on the Customers choice as specified in the Service Specification.

Service Specification” refers to a description of the Service with different functionality available on Winningtemp’s website.

User” refers to the individual using the Service for which Customer bought Licenses.

Winningtemp Data” refers to all data that Winningtemp adds to the Service, including data in Documentation, features in the service, index or other data.

3. The Service

3.1 Winningtemp provides the Service as a standardized cloud-based service. The Service is offered with different functionality that the Customer can choose from depending on the Customer’s needs and priorities.

3.2 The Customer can purchase Add-ons to add extra features in the Service. All purchased Add-ons are integrated in the Service upon Customer’s purchase.

3.3 Subject to Customer’s fulfilment of its payment obligations and the Customer’s use of the Service in accordance with this Agreement, Customer is granted a non-exclusive, non-transferable and time limited right to use the Service in accordance with the terms of the Agreement.

3.4 The Customer has the right to use the Service for the number of Users for which the Customer has paid Licenses for. The right applies provided that the Customer fulfils its payment obligations and other obligations under the Agreement.

3.5 Winningtemp reserves the right to make improvements, additions and changes to Service.

3.6 The Service is delivered when Winningtemp makes the Service available at the Access Point.

4. Winningtemp obligations

4.1 Winningtemp shall deliver the Service and Consulting Services in a qualified, technically competent and professional manner and in accordance with the Service Specification.

4.2 If the Service does not fulfil what the parties have agreed on in accordance with the Agreement, Winningtemp shall, within a reasonable time and where practicable, rectify any Defect that the Customer has complained about without undue delay. Winningtemp’s obligation to remedy the Defect does not apply if the remedy would cause inconvenience and costs to Winningtemp that are unreasonably large in relation to the significance of the Defect for the Customer. Should Winningtemp not correct the Defect without undue delay, and this materially affects the Customer, the Customer has the right to terminate the Agreement in accordance with what is stated in 13.3 a).

4.3 Winningtemp is not responsible for changes in the Service or Consulting Services that occur due to changes at the Customer.

5. Use of the Service

5.1 The Service may not be used (i) for any unlawful or other purpose for which it is not intended, including to transmit, upload or post any computer viruses or other harmful files or codes; (ii) in any way so that the functionality of the Service is impaired, or in a way that is damaging or disruptive to other customers of Winningtemp or their use of the Service; (iii) in a manner that could be perceived as defamatory or offensive in any way; or (iv) in any other way that could reasonably be expected to affect Winningtemp or the Service adversely or reflect negatively on the goodwill, name or reputation of Winningtemp or the Service.

5.2 The Customer is responsible for the following:

a) to comply with applicable law when using the Service; and

b) to follow applicable user guidelines and usage restrictions and limitations set out in the Service Description, Documentation or any other instructions from Winningtemp regarding the use of the Service.

6. Information Security

6.1 The Security and reliability of the Service are of  utmost importance to Winningtemp. Winningtemp always takes sufficient and appropriate security measures and provide the Service in accordance with customary security standards.

6.2 The Customer shall ensure a safe management of login details into the customer portal, passwords and similar and keep passwords and login details confidential.  The Customer shall promptly inform Winningtemp if anyone on the Customers side gained unauthorized access to the Service, or if Customer otherwise becomes aware of such unauthorized access.

6.3 The Customer is fully responsible for maintaining the security of its own IT-environment, such as the operating environment, networks and applications. The Service may require a certain version of web reader or operative system for the Service to function and/or its mobile application to be downloadable.

The Customer is also responsible for the security, quality and legality of the Customer Data.

7. The Customer´s obligations

7.1 Customer shall purchase the Service and number of Licenses as stated in the Main Agreement.

7.2 Unless otherwise agreed, the Customer is responsible for the following:

a) to maintain and update the equipment, software and communication services necessary to connect to and use the Service;

b) to provide required information to Winningtemp that are necessary for Winningtemp to be able to provide the Service and Consulting Services; and

c) to not let any third parties that are not specifically mentioned in the Main Agreement use the Service.

7.3 The Customer shall not copy, modify, create derivative work, reverse engineer or otherwise attempt to discover any source code of, or assign, sub-license or transfer any right in, the Service, data in the Service or part thereof.

7.4 The Customer is responsible for the Users’ use of the Service in accordance with the Agreement.

7.5 Customer is responsible for ensuring that Users download the mobile application from which the Service can be accessed.

7.6 If the Customer does not comply with the terms of the Agreement and does not make a correction within ten (10) days of Winningtemp notifying the Customer of the non-compliance, Winningtemp is entitled to suspend and/or cease providing the Service or Consulting Services until a correction has been made. The Customer shall indemnify Winningtemp for any costs or claims arising from the Customer´s use of the Service in violation of the terms of the Agreement.

8. Availability, support and maintenance (SLA)

8.1 Winningtemp shall provide the Service in accordance with applicable service levels and support of Service as set forth in Winningtemp’s from time to time applicable SLA connected to the Service Description for the Service that the Customer has purchased.

8.2 Winningtemp responsibility for the provision of the Service in accordance with what is stated in this section 8 constitutes Winningtemp total commitment and responsibility as regards to availability, support and maintenance in relation to the Customer.

9. Consulting Services

9.1 For the Customer to get the maximum benefit from the Service, Winningtemp offers Consulting Services.

9.2 Winningtemp shall perform Consulting Services in a professional manner and with personnel who are appropriate, qualified and competent for the purpose. The parties shall cooperate and consult during Winningtemp’s provision of the Consulting Services.

9.3 Unless otherwise agreed, Consulting Services are performed on a time and material basis in accordance with the prices in Winningtemp’s from time to time applicable price list.

9.4 The Customer shall if necessary, ensure that Winningtemp have access to any necessary internal resources and access to the information and documentation regarding the Customer’s operations required for Winningtemp to be able to perform the Consulting Services.

9.5 If Winningtemp is unable to use resources allocated for Consulting Services ordered by Customer, due to circumstances that depend on the Customer or any relationship on the Customer´s side, Winningtemp has the right to charge compensation for such allocated time that cannot be used. The same applies if the Customer cancels a scheduled training. This applies to the extent that Winningtemp cannot assign the allocated resources to other external assignments.

10. Additional Orders

10.1 The Customer may purchase more Licenses, Add-ons, Consulting Services or upgrade the Service for the prices specified in Winningtemp from time to time applicable price list or according to a separate quote.

10.2 Such Additional Orders can be changed in accordance with what is stated in section 14.

11. Prices and payment

11.1 The Customer shall pay the prices for the Service and Consulting Services in accordance with Winningtemp’s from time to time applicable price list. Winningtemp may change the prices for a new term of the Agreement.

11.2 If the parties have agreed on the price in the Main Agreement, such prices apply instead. Winningtemp will in such case annually (with effect from the Customer’s next yearly payment period) adjust the prices in accordance with changes in the SCB Labour Cost Index for non-manual workers preliminary index, SNI2007-code J (Information and Communication business). The base period shall be the first quarter of the year when the Agreement was concluded.

11.3 The fees for the Service are invoiced in advance six (6) months at a time, except in case of trial periods. The first invoice is sent in connection with the conclusion of the Main Agreement.

11.4 Consulting Orders are invoiced on a running account monthly in arrears as the work is carried out.

11.5 Payment of invoices shall be made within twenty-one (21) days from the issuance of the invoice unless otherwise agreed in writing.

11.6 If payment is late or incomplete, Winningtemp is entitled to default interest in accordance with the Swedish Interest Act (Sw. Räntelagen (1975: 635)) and a reminder fee and/or collection fee in accordance with applicable laws.

11.7 If payment is not received by Winningtemp within ten (10) days from the date on which a written payment reminder was sent, Winningtemp, in addition to other available funds under the Agreement, has the right to (i) immediately suspend Service and/or (ii) terminate the Agreement with immediate effect in accordance with section 13.4.

12. Personal data

12.1 Within the scope of fulfilling the obligations under this Agreement, Winningtemp will process personal data on behalf of the Customer. Customer is the controller for personal data and Winningtemp is the processor.

12.2 The parties have entered into a data processing agreement for this purpose.

12.3 Winningtemp may use Customer Data in aggregated or anonymous form, for use in statistics and for product development purposes, for example to develop and improve the Service.

13. Term and termination

13.1 If the parties have not agreed otherwise, the Agreement becomes effective when the Main Agreement has been entered into (for example by the Customer approving Winningtemp offer) and applies for twelve (12) months.

13.2 Customer can terminate the Agreement at the end of each agreement term, by giving Winningtemp thirty (30) days prior written notice of termination. Termination should be sent to terminate@winningtemp.com. If not terminated, the Agreement will be automatically renewed, for twelve (12) months at a time.

13.3 Each party has the right to terminate the Agreement with immediate effect if:

a) the other party has committed a material breach of the Agreement and does not take full correction of such breach within thirty (30) days of the other party giving written notice thereof; or

b) the other party is declared bankrupt, enters into liquidation, is the subject of corporate reorganisation, cancels its payments or can otherwise reasonably be assumed to have become insolvent.

13.4 Winningtemp has the right to terminate the Agreement with immediate effect if:

a) in the event of the Customer´s breach of any of its obligations pursuant to section 5 or 7, or Winningtemp cannot meet Customer’s change request of the documented instructions regarding processing of personal data.

13.5 When the Agreement has expired or been terminated by Winningtemp in accordance with section 13.4, the Customer shall immediately cease to use Service and both parties shall return or delete such information that is covered by confidentiality in accordance with section 19 including Documentation.

13.6 Winningtemp shall, upon the Customer´s written request, return the Customer Data in a generally accepted format chosen by Winningtemp.

14. Amendments

14.1 All amendments to this Agreement shall be in writing and signed by both parties except as set forth below in this section 14.

14.2 If the parties have not agreed otherwise, the Customer can reduce and increase the number of Licenses, Add-ons or change the Service that the Customer purchased as an Additional Order, by notifying Winningtemp. For the avoidance of doubt, the Customer cannot make such changes to number of licenses, Add-ons or Consulting Services as agreed in the Main Agreement.

14.3 If the grounds for the Agreement change significantly as a result of changes in law, constitution or by authority decision, Winningtemp shall always have the right, with at least three (3) months´ written notice, to unilaterally amend the Agreement. The Customer has the right to terminate the Agreement with immediate effect if such change entails a significant inconvenience for the Customer. Winningtemp shall in that case, after deducting the Customer´s reasonable benefit, repay the Customer´s fee paid for the Service, without interest.

15. Intellectual property rights

15.1 The Customer retains the ownership of all rights, including intellectual property rights to the Customer Data. During the term of the agreement, Winningtemp may use the Customer Data and data related to the Customer´s use of the Service in order to be able to develop the Service and otherwise provide the Service and Consulting Services in the best possible way.

15.2 Winningtemp or its licensors hold all rights, including intellectual property rights, to the Service, Winningtemp Data and the Documentation (including, without limitation to, any development or improvements specifically performed on behalf of the Customer and any results of Consulting Services) including software and source code. Nothing in this Agreement shall be interpreted as a transfer of such rights, or any part thereof, to the Customer.

15.3 Subject to the limitation of liability in section 17, Winningtemp undertakes to indemnify the Customer for claims from third parties based on the Customer´s use of the Service, or part thereof, that infringes on such third party´s intellectual property rights.

15.4 Winningtemp’s obligation to indemnify the Customer pursuant to this section 15 applies only provided that the Customer:

a) without undue delay notifies Winningtemp in writing of claims made against the Customer;

b) allows Winningtemp to control the defence and make all decisions alone in all related settlement negotiations; and

c) act in accordance with Winningtemp’s instructions and cooperate with and assist Winningtemp to the extent that Winningtemp reasonably request.

15.5 If it is finally settled or comes to the knowledge of Winningtemp that there is an infringement of a third party´s intellectual property rights, Winningtemp may choose to either:

a) ensure the Customer a continued right to use the Service;

b) change the Service so that infringement no longer exists;

c) replace the infringing part of the Service, with any other non-infringing equivalent service; or

d) terminate or temporarily cease to provide Service and, after deducting the Customer´s reasonable benefit, repay the Customer´s fee paid for the Service, without interest.

15.6 Winningtemp has the right to freely use the know-how, professional knowledge, experience and skills that Winningtemp acquires through or in connection with providing the Service.

15.7 Winningtemp obligations under this section 15 are conditional upon the Customer’s use of the Service exclusively in accordance with the terms of the Agreement.

15.8 This section 15 constitutes Winningtemp total liability towards the Customer for infringement of third parties´ intellectual property rights.

16. Subcontractors

Winningtemp has the right to assign subcontractors for the performance of its obligations under the Agreement. Winningtemp is responsible for the subcontractors´ work as for its own work.

17. Limitation of liability

17.1 In no event shall either party be liable for (i) any indirect, incidental, special, consequential, punitive or tort damages, nor (ii) for any loss of use or data, or production or for lost profits, savings, goodwill or revenues of any kind (whether direct, indirect or consequential); no matter what theory of liability, even if the party has been advised of the possibility of such damages.

17.2 Party´s total liability for all damages, losses and causes of action under a year is limited to 100% of the amount paid by the Customer to Winningtemp for the Service in accordance with the Agreement during the twelve (12) months preceding the time of the event causing such damage, loss or cause of action.

17.3 Winningtemp is not liable for damages unless the Customer notifies Winningtemp in writing no later than ninety (90) days after the Customer has discovered or should have discovered the actual damage or loss, but never later than six (6) months from the time the damage occurred.

17.4 The limitation of liability set forth herein does not apply in case of wilful misconduct or gross negligence.

18. Force majeure

18.1 Either party shall be released from liability for failure to fulfil an obligation under this Agreement to the extent that performance is prevented by circumstances beyond the control of the party, such as: Internet limitation or slow connection, power outages, network intrusion, lawsuits, pandemics, labour disputes, loss of communications, mobilisation or large-scale military recruits, ordinances, rationing of fuel, goods or energy, and defects and delays in deliveries from subcontractors caused by any party outside the party´s control provided that the other party is notified immediately.

18.2 The parties have the right to terminate the Agreement if force majeure continues or will obviously continue for more than sixty (60) days.

19. Confidentiality

19.1 Winningtemp shall always keep all Customer Data secret  and shall have implemented routines to ensure that all employees and consultants that may access any such data are bound by confidentially obligations.

19.2 Both parties undertake not to publish or otherwise disclose to third parties without the written consent of the other party such information about the other party´s activities that is or can reasonably be assumed to be considered confidential except for:

a) information that is or has become generally known without the receiving party having violated this Agreement;

b) information from third parties without confidentiality undertaking that is generally known to the receiving party;

c) information without confidentiality undertaking that was known to the receiving party prior to receipt by the disclosing party;

d) disclosure or use of information required by law, regulation or by a regulatory authority. In the event of such disclosure, the disclosing party shall, if possible, notify the other party before such disclosure takes place; or

e) disclosure to advisors who are in turn bound by confidentiality.

19.3 Information that a party has stated must be confidential shall always be regarded as confidential information.

19.4 Each party is responsible for compliance with this confidentiality undertaking by its respective subcontractors, consultants and employees. The confidentiality undertaking under this section applies during the term of the agreement and for a period of three years after the Agreement has expired.

20. Miscellaneous

20.1 The Customer and Winningtemp shall appoint contact persons who shall be responsible for establishing and maintaining effective cooperation regarding the Agreement. A party may change the contact person by notifying the other party in writing.

20.2 The primary means of communication between the parties concerning the Service or Consulting Services shall be via the medium that Winningtemp directs the Customer to.

20.3 The Agreement constitute the entire agreement between the parties on all matters to which the Agreement relates. The contents of this Agreement and its appendices shall supersede all previous written or oral commitments and undertakings.

20.4 The respective documents described in the definition of the Agreement shall have mutual priority in the following order: (i) Additional Orders, (ii) the Main Agreement, (iii) the Terms and (iv) any appendices. Any appendices shall have priority over each other in accordance with the order set out in the Main Agreement (if any). Any data processing agreement shall however always prevail.

20.5 The Agreement may not be transferred to a third party without the other party´s prior written consent. However, Winningtemp has the right to transfer the Agreement to a third party if it takes place in connection with the transfer of Winningtemp operations or part thereof. Winningtemp also has the right to transfer the Agreement to companies within the same group as Winningtemp.

20.6 The failure of a party to exercise any right under this Agreement or the failure to point out any condition attributable to this Agreement shall not constitute a waiver by a party of such right.

20.7 The following sections apply even after the termination of this Agreement: 13 (Term and termination), 15 (Intellectual property rights),  17 (Limitation of liability), 19 (Confidentiality), 21 (Applicable law and disputes).

21. Applicable law and disputes

21.1 This Agreement shall be governed by and construed in accordance with the laws of Sweden.

21.2 Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”).

21.3 The Rules for Expedited Arbitrations shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

21.4 The place of arbitration shall be Gothenburg. The language of the proceedings shall be Swedish and Swedish law shall apply to the dispute. Regardless of what has just been said, Winningtemp shall always have the right to apply for an injunction to payment or bring an action regarding non-payment in a general court.

Data processing agreement

1. Background and interpretation

1.1 Winningtemp will, upon performance of the Agreement when providing its services, process personal data on behalf of the Customer in capacity of the Customer’s processor. The purpose of this data processing agreement (the “DPA”) is to guarantee a secure, correct and legal processing of personal data and meet current requirements according to law. This DPA forms an integral part of the Agreement.

1.2 Terms and concepts applied or referred to in this DPA shall be interpreted in accordance with GDPR and corresponding applicable national legislation of EU member states regarding data protection (jointly, the “Data Protection Rules”). The concepts in the DPA shall have the meaning as stipulated primarily in the Data Protection Rules and otherwise in the Agreement, unless otherwise clearly stated in the circumstances.

2. Responsibility and Instruction

2.1 The type of personal data and categories of data subjects processed by Winningtemp under this DPA and the purpose, nature, duration of the processing is specified in Appendix A (Data Processing instructions).

2.2 The Customer is the data controller of all personal data processed by Winningtemp on behalf of the Customer under this DPA. Winningtemp shall:

a) only process personal data in accordance with the Customer’s documented instructions and not for other purposes than those Winningtemp has been engaged for;

b) comply with obligations laid down in the Data Protection Rules, of which the Customer has informed Winningtemp of and instructed Winningtemp to comply with;

c) put in relation to the degree of sensitivity to the personal data being processed, implement appropriate technical and organisational measures, as required by the Data Protection Rules (including Article 32 of the GDPR) in order to ensure a level of security that is appropriate to protect the processed personal data from accidental or illegal destruction, loss, alteration, unauthorised disclosure of or unauthorized access to the personal data being processed;

d) assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to Winningtemp, which includes assisting with data protection impact assessments and notifying the Customer of a personal data breach without undue delay after becoming aware of such breach;

e) provide the Customer with such information required to demonstrate that Winningtemp´s obligations under the Data Protection Rules have been met. This shall be done within reasonable time from the Customer’s request and to the extent that the Customer has specified the content and scope of such information in a reasonable time in advance.

f) enable and contribute to audits, including inspections, carried out by the Customer or by an independent auditor authorized by the Customer and which Winningtemp can reasonably accept;

g) inform the Customer about any contacts with the supervisory authority in matters regarding processing of personal data;

h) assist the Customer, to the extent possible and by technical and organisational measures that are appropriate with regard to the nature of the processing, in fulfilling the Customer’s duty to respond to a request from the data subject when the data subject is exercising his or her rights laid down in the Data Protection Rules; and

i) ensure that the Customer can fulfill any obligations to enable data portability for the personal data that Winningtemp is processing on behalf of the Customer under this DPA.

2.3 The Customer, as controller, is responsible for compliance with the Data Protection Rules. The Customer specifically undertakes:

a) to give Winningtemp instructions of the processing and promptly inform Winningtemp of change of the Customer’s processing affecting Appendix A;

b) to promptly inform Winningtemp if a third party takes action or makes claim against Winningtemp as a result of Winningtemp´s processing under this DPA;

c) in conducting audits, including inspections in accordance with section 2 (e), make the necessary confidentiality undertakings and comply with Winningtemp´s security regulations at the place where the inspection is to be carried out, without risking hindering Winningtemp´s operations or the protection of Winningtemp´s other customers´ data; and

d) to promptly inform Winningtemp in case anyone else jointly with the Customer is controller of the personal data.

2.4 The documented instructions from the Customer to Winningtemp, which apply for the term of this DPA, are set out in Appendix A (Data Processing instructions). In addition to the instructions, this DPA and the Agreement shall be deemed to constitute the Customer’s documented instructions to Winningtemp regarding the processing of personal data.

2.5 The security measures that Winningtemp takes in accordance with sections 2.2(c) and 2.2(d) are, in the Customer´s assessment, sufficient for Winningtemp to fulfill its obligations under the DPA. If the Customer requires additional security measures during the term of the DPA Winningtemp shall, as far as possible, meet these requirements. The Customer shall compensate Winningtemp for all costs for the adoption of such additional security measures that goes beyond the security measures that Winningtemp has implemented for its other customers and/or what the Data Protection Rules require.

2.6 If Winningtemp finds that an instruction, in its opinion, e.g. regarding agreed security measures, is in breach of the Data Protection Rules, Winningtemp shall immediately notify the Customer of its finding and await the Customer´s changed written instructions. If the Customer does not submit new instructions within a reasonable time, Winningtemp shall have the right to take reasonable and necessary security measures to comply with the Data Protection Rules at the Customer´s expense.

2.7 Notwithstanding the provisions of this paragraph 2, Winningtemp may process personal data for the Customer if such processing is required under Union law or EU member state law to which Winningtemp or the entity hired by Winningtemp to process personal data on behalf of the Customer (“Sub-Processor”) fall under. In this case, Winningtemp or the Sub-Processor shall inform the Customer of the legal requirement before processing, to the extent that such information is not prohibited.

2.8 Winningtemp has the right to, during the term of this DPA, store and otherwise process user data originating from the Customer and Users for analysis purposes, provided that such data is aggregated and processed only for the purposes stated in the Agreement.

3. Confidentiality and disclosure of information

3.1 Winningtemp shall ensure all personal data are kept secret. Winningtemp shall ensure that persons authorised to process the personal data have committed themselves to confidentiality for processing or are under an appropriate statutory obligation of confidentiality. This confidentiality obligation is valid during the term of this DPA and shall remain in force after termination. However, the commitment does not apply to information that Winningtemp is required to disclose to an authority or that Winningtemp is required to disclose in order to comply with the Data Protection Rules or other statutory rules.

3.2 Winningtemp shall forward any received request of receipt of information, regarding personal data that Winningtemp processes on behalf of the Customer, to the Customer. Winningtemp, or anyone working under Winningtemp´s supervision, shall not disclose personal data, or information about the processing of personal data, without the Customer’s express instruction within ten (10) days, unless required by the Data Protection Rules or other legislation to which Winningtemp or Sub-Processor is subject.

4. Sub-Processors and transfer

4.1 The Customer hereby gives Winningtemp a prior, general authorisation to engage Sub-Processors for processing of personal data. The Sub-Processor may only process personal data if Winningtemp and the Sub-Processor enters into a written agreement, or other legal act under Union law or EU member state law, in which such data protection obligations that correspond to those imposed on Winningtemp under this DPA, shall be imposed upon the Sub-Processor.

4.2 Winningtemp is responsible for ensuring compliance with Articles 28.2 and 28.4 of the GDPR when engaging Sub-Processors, and to ensure that Sub-Processors provide sufficient guarantees about implementing appropriate technical and organizational measures, in such a manner that the processing meets the requirements of the GDPR.

4.3 Upon the Customer’s request, Winningtemp shall provide the Customer with information regarding which Sub-Processors have been engaged and provide the Customer with such specified information regarding the processing by Sub-Processors, which the Customer may reasonably request according to the Data Protection Rules. Sub-Processors at the conclusion of the Agreement are listed in Appendix A.

4.4 Winningtemp shall inform the Customer of any intended changes concerning the addition or replacement of Sub-Processors thirty (30) days before Winningtemp intends to make such changes. The Customer is entitled to object to such changes and Winningtemp shall then, at the Customer´s expense, take reasonable measures to satisfy the Customer´s objection. The Customer´s objection must be made in writing and within thirty (30) days from Winningtemp´s information about the engagement or replacement as above. If Winningtemp cannot reasonably satisfy the Customer´s objection, Winningtemp has the right to terminate this DPA and/or relevant parts of the Agreement in whole or in parts with a thirty (30) day notice period.

4.5 Winningtemp and its Sub-Processors only processes personal data within the EU/EEA.

5. Term and termination

5.1 This DPA effective when the Main Agreement has been entered into and remains in force as long as Winningtemp process personal data on behalf of the Customer, including by deleting or returning personal data in accordance with paragraph 5.2 below.

5.2 Upon termination of the Agreement and to the extent Winningtemp stores any personal data, Winningtemp shall delete, in accordance with instructions provided by Customer, all personal data that Winningtemp processes under this DPA, including any existing copies, unless storage of the personal data is required by applicable law. Winningtemp can, should the Customer wish so at the termination of the Agreement, return the personal data instead of deleting it.

6. Amendments in the DPA

6.1 If the Data Protection Rules are changed during the term of this DPA, or if the supervisory authority issues guidelines, decisions or regulations concerning the application of the Data Protection Rules that result in this DPA no longer meeting the requirements for a data processing agreement, necessary changes shall be made to this DPA, in order to meet such new or additional requirements. Such changes shall enter into force no later than thirty (30) calendar days after Winningtemp sends a notice of change to the Customer, or otherwise no later than prescribed by the Data Protection Rules, guidelines, decisions or regulations of the supervisory authority.

6.2 Any change to Appendix A (Data Processing instructions) must be documented and notified to Winningtemp in writing no later than thirty (30) days before the change takes effect. If Winningtemp within these thirty (30) days notifies the Customer that Winningtemp has objective reasons to oppose the Customer´s amendments to the instructions in Appendix A, Winningtemp shall have the right to terminate the Agreement in accordance what is stated in the Agreement.

6.3 Other amendments to this DPA shall enter into force thirty (30) days after Winningtemp has informed the Customer of an updated version, if the Customer has not objected to such amendments within the same time period. If the parties cannot agree to the updated version each party shall have the right to terminated this Agreement in accordance what is stated in the Agreement.

7. Miscellaneous

7.1 This DPA supersedes and replaces any prior data processing agreements entered into between the parties and supersedes any deviating provisions of the Agreement concerning the subject matter of this DPA, notwithstanding anything to the contrary in the Agreement.

7.2 Winningtemp shall be entitled to compensation in accordance with the current price list for all assistance and work that Winningtemp shall perform according to this DPA, including compensation for work and additional costs that arise as a result of changes in the Customer´s instructions that require Winningtemp to make special adjustments on behalf of the Customer.

7.3 If any section of this DPA is held invalid or unenforceable, the validity of the remaining sections shall not be affected. To the extent that the invalidity has a materially burdensome effect regarding the parties´ obligations under the DPA, reasonable adjustment of the DPA shall take place.

7.4 If a party transfers the Agreement, the DPA shall also be deemed to have been transferred to the person taking over the Agreement. However, this DPA may still be valid between the original parties. The DPA may not be transferred separately from the Agreement.

7.5 What is stipulated in the Agreement shall apply also in relation to this DPA, for example any limitation of liability.

7.6 This DPA shall be governed by and construed in accordance with the laws of Sweden. Any dispute arising out of or in connection with this DPA shall be settled in accordance with the dispute resolution provision in the Agreement.

Appendix A – Data Processing instructions

These documented instructions described all features within the Service. Depending on which features used by the Customer, different parts of these documented instructions apply. Which processing that takes place for which feature of the Service is specified below.

Purposes

Winningtemp processes personal data for the following purposes:

Winningtemp only performs processing of personal data for the purpose of providing the Service to the Customer.

Categories of data subjects

All categories of data subjects whose data will be processed by Winningtemp are as follows:

The Customer´s employees and if Customer so decides also any hired consultants who use the Service.

Categories of personal data

Categories of personal data that will be processed by Winningtemp include:

Depending on what features of the Service the Customer will make use of, the following categories of personal data will be processed by Winningtemp:

User profiles: Names, e-mail, organisational belonging, sex, photos, birth date and time of employment. Winningtemp will as a main rule not process any special categories of personal data (as defined under the Data Protection Rules) nor other information more sensitive than those mentioned above.

Feedback:  Information submitted and stored by the Customer in the Service, e.g. information in conversations between the Users.

Temperature: Information submitted and stored by the Customer in the Service, e.g. information in answers provided by the Users. As part of this feature, Winningtemp also provides index (based on companies similar to the Customer etc.) for the Customer to compare the result from its own users and thus processes personal data necessary to perform analysis, e.g. personal data in comment fields provided by the users.

Personal development: Information submitted and stored by the Customer in the Service, e.g. information in meeting notes from a staff appraisal.

User support: Names, organisational belonging, company role, telephone number, e-mail address and information about the support matter. Winningtemp will as a main rule not process any special categories of personal data nor other information more sensitive than those mentioned above.

Whistleblowing function: Information submitted in the whistleblowing report.

The Customer is fully responsible for the fact that no other categories of personal data than those mentioned above or in instructions linked to the Service are processed by Winningtemp.

Retention time

The retention time that applies for the personal data processed by Winningtemp is as follows:

Winningtemp enables the Customer to delete personal data in the Service itself and the Customer is responsible for the deletion. In cases where the Customer instructs Winningtemp to delete specific data, Winningtemp will delete such data.

Practical handling

Specification of how processing should proceed is as follows:

The personal data is processed only to the extent necessary for Winningtemp´s provision of the Service. This includes for example storing of personal data, sending out questions to Users, providing statistics and analyzing data. Winningtemp processing may also, on behalf of the Customer, include the sharing of personal data to Sub-Processors. The Sub-Processors used when entering into the Agreement are listed below in this Appendix A.

IT security measures:

Winningtemp´s IT security measures are described in Winningtemp´s security policy document

Sub-Processors at the time of entering into the Agreement:

  • AWS, Ireland, Storage
  • UpCloud Germany, Germany, Storage

GET A SHORT WALK-THROUGH - EXPLORE WINNINGTEMP

Join thousands of motivated users to create an engaged and profitable workplace