General Terms & Conditions for Adligo Application
1 Scope of these Terms & Conditions

1.1 These General Terms & Conditions (hereinafter the
“GTC”) apply to the Adligo Application Service
provided by Adligo AB, Reg No 559356-3702,
hereinafter “Adligo” to the Customer that on the date
hereof has accepted these GTC on Adligo’s website by
creating a subscription account. These GTC, as well as
the Schedules and documents referred to herein,
stipulate the obligations for Adligo as Service provider
and the obligations of the Customer and its users of the
Service.

 

1.2 The Adligo Application Service is a web-based
application service that provides tools and support to
the Customer within employer caring (the “Service” or
“Adligo Application Service”). Technical features and
the functions of the Service are further described at
Adligo’s website www.adligo.io.

 

1.3 The Customer may use the Service only for internal
business purpose and to the extent provided in these
GTC and the user instructions provided at
www.adligo.io.

2 Start date of the Service and Trial Period

2.1 Upon the acceptance of these GTC and the creation of a
subscription account, the Customer will receive a
confirmation via e-mail of the order of Service together
with a link to Adligo’s website with instruction to the
Customer to confirm the order of Service via the link. In
connection with the registration of the subscription
account the Customer can select between the following
applicable subscription period for the Service, 12
months, 24 months or 36 months from the Start Date
(“Subscription Period”).

 

2.2 The Service is available from the Start Date, which is the
date when the Customer has received a written
confirmation and confirmed the order via the link from
Adligo in accordance with the abovementioned.

 

2.3 In addition, the Customer has an option to test the
Service during a limited period of five calendar days
from the date the Customer confirmed the order of trial
via the link from Adligo (the “Trial Period”). These
GTC shall apply during such Trial Period, but the
Customer acknowledges that the functions and the
features of the Service may be limited during such Trial
Period. The right to use the Service will end
automatically after the Trial Period. However, the
Customer may agree to purchase the Service during or
after the Trial Period by creating a subscription account,
accept these GTC and confirm the order via the link as
set forth herein.

3 Adligo’s provision and the Customer’s use of the Adligo Application Service.

3.1 The Service is provided as ”Software as a Service”
(SaaS), where the Customer purchases a subscription of
the Service which is made available via Internet and
Adligo’s website www.adligo.io. When purchasing a
subscription, the Customer is given the right to access
the Service and the right to use them in the manner set
out in these GTC and the user instructions available at
Adligo’s website. All part of Adligo Application Service
is legally regulated by these GTC and the documents
referred to herein.

 

3.2 The Customer receives a time limited, non-transferable
and non-exclusive license to use the Service during the
Subscription Period in accordance with these GTC for
the Customer’s internal business against payment of the
fees according to Adligo’s applicable Pricelist. Payment
of fees according to these GTC and fulfilment of these
GTC is a necessary condition for the right to use the
Service.

 

3.3 When the Customer has purchased a subscription to the
Service and accepted these GTC, the Customer is
entitled to use the Service during the Subscription
Period for as many users as the Customer purchased for
in accordance with these GTC. Accordingly, only Users
with a paid and valid subscription are entitled to use the
Service. With “Users” mean a natural person, typically
employed by the Customer, who is given the right by the
Customer to use the Service for the Customer’s own
internal business purposes. User licenses are issued for
individual named Users. User licenses may not be shared
or used by more than one User, but the Customer may
freely transfer a user license from one User to another.
Adligo reserves the right to check the number of used
user licenses.

 

3.4 Each User is responsible for the confidentiality and
accuracy of login details and other account information.
The Customer and/or User must inform Adligo
immediately in the event of unauthorized access to login
details.

 

3.5 The Customer is aware that using the Service requires
access to the software, equipment and communication
service required to use the service as further set forth at
Adligo’s website www.adligo.io. Users shall not transmit
viruses or malicious code of any kind to the Service or
by using the Service. The Service may not be used for
any illegal or unauthorized purpose. Users shall not
violate any law in the relevant jurisdiction(s), including
but not limited to copyright law, or transmit offensive,
threatening, abusive, defamatory or otherwise
objectionable data to the Service.

 

3.6 Adligo shall provide the Service in a professional
manner and in accordance with these GTC. Adligo shall
be entitled to appoint sub-contractors for the
performance of the Service.

 

3.7 Adligo reserves the right to amend or modify the Service
provided that the Service performance or functionality is
not negatively affected. Such amendments or
modifications shall be performed in such a way as to
limit possible disruptions.


3.8 Adligo may stop the Service where Adligo replaces the
Service with equivalent technical performance and
functionality. In such case Adligo shall inform the
Customer at least 30 days in advance. In case the
Customer does not accept the replacement service, the
Customer shall be entitled to give written notice of
termination of the Service and these GTC within 10
days from receipt of notice of replacement.

4 Customer Data and Adligo’s processing of Customer Data

“Customer Data” means the data concerning the
Customer, its Users and other employees such as name,
address, personal identification number, login password
etc . that the Customer and its Users register or
otherwise provide in connection with the Service as well
as such data as produced by Adligo to be able to
perform its Service for the Customer within the scope of
these GTC. The Customer is the data controller
(according to the definition contained in the GDPR) for
the Customer Data. The Customer is responsible to
ensure that it possesses the right to register or otherwise
provide Adligo with Customer Data for the performance
of the Service in accordance with these GTC. When
Adligo processes Customer Data on behalf of the
Customer, Adligo is the Customer’s data processor
within the meaning of the GDPR. Adligo’s personal data
processing is regulated in the data processing agreement
appended to these GTC as Schedule 1.

 

 

5 Confidentiality and publicity

5.1 Both parties undertake not to disclose ”Confidential
Information” about the other party to any third party
except within the purpose of performing the Service.
Confidential Information means every item of
information related to a party’s operation and which is
of a technical, financial, commercial or other
confidential nature, regardless of whether or not the
information has been documented, except for:
a) information that is generally known or enters the
public domain in another way than owing to a

breach by a party of this confidentiality agreement;


b) information that a party can show it knew about
before it received it from the other party;


c) information that a party receives from a third
party without being bound by a confidentiality
obligation in relation to him; and


d) information that a party is liable to provide
according to statute or a listing agreement.

 

In the cases referred to in sub-clauses a) – c), a party is
not entitled to disclose that the same information has
also been received by the other party to these GTC. TheService and the Intellectual Property rights related to the
Service are Confidential Information of Adligo.


5.2 A party may only use Confidential Information about
the other party in order to satisfy its obligations or
perform the Service under these GTC.


5.3 A party shall ensure that its employees or subcontractors
do not disclose or use Confidential Information in
violation of the provisions contained herein.


5.4 Adligo is entitled to refer to the Customer as a business
partner.

6 Intellectual property rights

6.1 In addition to the express stipulations of these GTC,
these GTC does not entail any grant or transfer of any
intellectual or other right, including, but not limited to,
the right to drawings, process charts, data, design, tools,
equipment, procedures, inventions, software, or
technical or other information, irrespective of whether it
is developed, manufactured or provided by a party for
the performance of the Service or not.


6.2 Both parties shall ensure (i) that the party has the
necessary rights to software, material and information
(referred to below as ”Intellectual Products”) which the
party provides or uses with the aim of performing its
obligations under these GTC and (ii) that such rights
entitle the other party and its subcontractors to use
Intellectual Products if this is necessary for the other
party to be able to perform its obligations under these
GTC.


6.3 A party (referred to below as ”the first party”) who
grants or transfers rights to an Intellectual Product to
the other party (referred to below as ”the other party”)
warrants that such grant or transfer does not violate the
rights of a third party and that the other party’s use of
the Intellectual Product in accordance with the
conditions of the grant or transfer will not entail a
violation of a third party’s right.


6.4 In the event that a third party claims a violation of his
right to an Intellectual Product, the first party shall at its
own expense take over the dispute, bring proceedings
and hold the other party harmless for compensation and
damages that the other party through a settlement or
judgment becomes obligated to pay for violation, subject
however to the precondition that the other party a)
immediately notifies the first party of the demand b)
waives the right to conclude a settlement or otherwise
make a decision regarding how the demand should be
dealt with c) provides assistance to a reasonable extent
to the first party in connection with its response to the
demand and d) implements measures and deals with the
Intellectual Product in accordance with the first party’s
instructions.


6.5 The first party shall make reasonable efforts to either
protect the other party’s right to the continued use of
the Intellectual Product or exchange the disputed item
of the Intellectual Product for an item that is not subject
to a third party’s allegation of violation.

 

6.6 The first party is not liable to the other party for a claim
for violation that is based on the Intellectual Product
having been used together with a product/service that
has not been approved by the first party or because the
Intellectual Product has been changed or is being used in
another way than in accordance with the first party’s
instructions or according to these GTC.

7 Service fees and terms of payment

7.1 The Customer shall pay the fees for the Service as
stipulated in Adligo’s Pricelist as applicable from time to
time (the “Pricelist”), which fees are based on the
selected Subscription Period (12 months/24 months/36
months) and the number of registered Users of the
Service. The fees in the Pricelist exclude value added tax.


7.2 In addition, Adligo is also entitled to receive payment
for modified, extended or new services, costs as a
consequence of the Customer’s special instructions,
travelling expenses and for costs arising from additional
work that the Customer has caused.


7.3 Adligo invoices normally in advance. The Customer can
increase the number of Users at any time and the
subscription period will cover the new number of Users
against payment of applicable fees. Any decrease of the
number of Users during the Subscription Period may
not lead to any refund of the fees paid and may only
have effect by terminating the GTC and the present
subscription in accordance with these GTC and replace
them with a new subscription.


7.4 The Customer shall pay in the currency stipulated in the
Pricelist. More details of invoice and payment terms are
set out in the applicable Pricelist of Adligo.


7.5 In the event of delay in payment, Adligo may block the
Service and the Customer shall pay interest for delay
with an interest rate that corresponds to the Swedish
Central bank (Sveriges Riksbank) established reference
interest rate plus eight (8) percentage units.

 

 

8 Force Majeure

8.1 If a party is prevented from performing its
commitments under these GTC owing to a circumstance
that the party could not control, such as lightening
strike, industrial conflict, fire, crime against committed
by a third party, seizure, public authority regulations, or
faults or delays in services from subcontractors owing to
circumstances as referred to here, this shall constitute
grounds for relief and entail the postponement of the
date for performance and a release from sanctions.


8.2 If the performance of the Service has to a fundamental
extent been impeded for longer than three months
owing to a circumstance as referred to above, a party is
entitled, without any obligation to pay compensation, to
give written notice terminating these GTC and the
subscription with immediate effect.

9 Adligo’s responsibility for faults in Service

9.1 Adligo is responsible for faults in the Service in
accordance with the provisions of these GTC. Fault
means that the Customer cannot use the Services in
accordance with these GTC.

9.2 Adligo shall at its own expense, subject to the
restrictions stipulated in these GTC, rectify faults in the
Service during ordinary working hours. Fault is not
deemed to mean deviations that are of no material
importance for the benefit of the Customer of the
Service. Adligo’s responsibility for faults does not apply
if the Customer deviates from agreed Users or in
another way uses the Service incorrect or fails to follow
Adligo’s instructions or the faults are related to the
Customer’s equipment or otherwise related to the
Customer. Adligo is not responsible for faults when the
faults are related to Internet connection, virus or
otherwise have been caused by or related to a third
party.

9.3 Adligo is responsible for damage that is caused by
negligence of Adligo or a subcontractor engaged by
Adligo. Adligo’s aggregate liability in damages under
these GTC, shall unless there was intent or gross
negligence, be limited to an amount corresponding to
the applicable fees for the Service for a subscription
period of 12 months. Adligo’s liability is limited to direct
losses and excluding liability for loss of profit or other
indirect damage or for claims by third parties. In
addition, Adligo shall not be liable for losses of the
Customer’s data or for damages incurred by the
Customer due to content of data or other information
transmitted or caused by data virus, Internet disruptions
or delays.

9.4 The Customer may only claim a sanction if the
Customer has provided Adligo with written notice of its
demand no later than 30 days after when the Customer
discovered or ought to have discovered the grounds for
the demand, or in any event no later than 30 days after
the cessation of the Contract.

9.5 This clause comprises the complete responsibility of
Adligo.

10 Assignment

Except as set forth herein, a party may not assign or
pledge its rights or obligations under these GTC to
another party without the written approval of the other
party. Furthermore, Adligo shall always have a right to
transfer any rights of payment under this GTC to
another party without the Customer’s approval.

13.4 Termination of these GTC and the subscription of
Service, either in its entirety or by certain parts or a
certain number of Users, must take place in writing and
in accordance with these GTC but no fees paid in
advance will be refunded.
13.5 A party is entitled to give written notice terminating
these GTC and the subscription of Service with
immediate effect (i) if the other party commits a material
breach of contract and does not implement rectification
within 15 days after a written direction, referring to this
sub-clause, or (ii) if it may be assumed that the other
party has, or will within the immediate future encounter
payment difficulties, through for instance the other party
being put into bankruptcy, commencing negotiations for
a composition, being the subject of a corporate
reconstruction or is otherwise insolvent. It is noted that
delay in payment shall always be regarded as a material
breach of contract.
13.6 Upon termination of these GTC and the subscription,
the Customer’s access to the Service will be blocked
after the last active day of the Subscription Period.

11 Notifications

11.1 Notifications that according to these GTC shall be in
writing and shall, in order to have legal effect, be sent by
courier, registered mail or by e-mail to the other party’s
address or via Adligo’s website in accordance with the
following.


11.2 Adligo will send notifications to the Customer by e-mail
to the e-mail address specified by the Customer. Adligo
also has the right to send notifications to the Customer

by courier or registered mail to the Customer’s notified
address or through Adligo’s web site when logged in.


11.3 The Customer may send notifications to Adligo by

courier or by e-mail to hello@adligo.io or to another e-
mail address specified by Adligo or by sending a

registered mail to an address specified by Adligo.


15.3. Notifications shall be deemed to have reached the
other party:
• if sent by courier: when handed over,
• if sent by registered mail: three (3) days after
submitting it for postal delivery;
• if sent by e-mail: at the time of sending,
provided that the sender does not receive a message of
failed delivery,
• if sent through Adligo’s web site: the day
after the date when the notification was sent from the
sender’s account.

 

 

12 Amendments

12.1 Amendments and supplements to these GTC shall, in
order to be binding, be drawn up in writing and
approved by the parties.

13 Term/Subscription Period and
termination

13.1 These GTC and the subscription of Service is valid from
the Start Date and during the Subscription Period (12
months/24 months/36 months).

 

 

13.2 In case of Trial Period, these GTC and the subscription
will automatically terminate after the end of the Trial
Period upon which the Customer’s access will be
blocked.

 

13.3 Unless otherwise stated herein, these GTC and the
subscription of Service are automatically renewed by
twelve (12) months each time (the “Renewal Period”)
after the end of the Subscription Period or the Renewal Period unless a party (Adligo/Customer) terminates
these GTC in writing no later than thirty (30) days
before the end of the Subscription Period or the
Renewal Period.

 

13.4 Termination of these GTC and the subscription of
Service, either in its entirety or by certain parts or a
certain number of Users, must take place in writing and
in accordance with these GTC but no fees paid in
advance will be refunded.


13.5 A party is entitled to give written notice terminating
these GTC and the subscription of Service with
immediate effect (i) if the other party commits a material
breach of contract and does not implement rectification
within 15 days after a written direction, referring to this
sub-clause, or (ii) if it may be assumed that the other
party has, or will within the immediate future encounter
payment difficulties, through for instance the other party
being put into bankruptcy, commencing negotiations for
a composition, being the subject of a corporate
reconstruction or is otherwise insolvent. It is noted that
delay in payment shall always be regarded as a material
breach of contract.


13.6 Upon termination of these GTC and the subscription,
the Customer’s access to the Service will be blocked
after the last active day of the Subscription Period.

14 Applicable law and arbitration
proceedings

14.1 Swedish law shall apply to these GTC


14.2 Disputes emanating from this GTC shall be determined
by arbitration in Stockholm pursuant to the rules of the
Arbitration Institute of the Stockholm Chamber of
Commerce (the “Institute”). The Institutes’ Rules for
Expedited Arbitration Proceedings shall apply and the
arbitration tribunal shall consist of one arbitrator who
shall be appointed by the Institute. The language to be
used shall be English. Notwithstanding the
aforementioned, a party shall be entitled to commence
proceeding before the court of general jurisdiction or
another competent authority where the amount in
dispute does not exceed SEK 500,000.

SCHEDULE 1 – DATA PROCESSING AGREEMENT

This Data Processing Agreement (the ”Data Processing Agreement”) forms an integral part of the GTC applicable
between Adligo and the Customer.

 

1 DEFINITIONS
All defined terms under the GTC shall have the same meaning in this Data Processing Agreement, unless
otherwise explicitly stated. In addition to the defined terms of the GTC, the following terms shall have the
meanings set forth below:

 

”Applicable Legislation” means laws and regulations under EU law and relevant Member State laws that
from time to time apply to Adligo and the Customer;

 

”Applicable Data Protection Legislation” means all legislation and regulations, including regulations and
decisions issued by relevant supervisory authorities, protecting the fundamental rights and freedoms of
individuals and, in particular, their right to privacy with respect to the processing of personal data that from
time to time apply to Adligo and the Customer, including without limitation the Regulation (EU) 2016/679
of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with
regard to the processing of personal data and on the free movement of such data, and repealing Directive
95/46/EC (General Data Protection Regulation) (the ”GDPR”), including any future interpretations
thereof in court precedence from the EU Court of Justice or any other authorized court or supervisory
authority;

 

Data Processing Agreement” means this Data Processing Agreement and the appendices attached
hereto (as amended from time to time in accordance herewith); and

 

”Third Country” means a country which is not a member of the European Union (EU) or the European
Economic Area (EEA).

 

The terms ”data subject”, ”processing”, ”personal data”, and ”personal data breach”, shall have the
same meanings as set out in article 4 of the GDPR.

 

2 ADLIGO’S OBLIGATIONS
2.1 Adligo undertakes to only process personal data in accordance with the Customer’s documented and lawful
instructions, including any processing instructions set out in this Data Processing Agreement. Save for what
is set out in section 2.3, Adligo shall not process personal data for its own purposes. Detailed information
about the processing is set out in Appendix 1.

 

2.2 In the event the Customer submits new instructions which requires Adligo to take measures that falls
outside the scope of the Service or otherwise are not included in the GTC, Adligo shall be entitled to
remuneration in accordance with Adligo’s from time-to-time applicable price list. New instructions subject
to this section 2.2 shall be subject to any change mechanisms (if any) included in the GTC. Adligo shall be
entitled to reject such new instructions pursuant to this section 2.2.

 

2.3 Notwithstanding what is stated in section 2.1 above, Adligo may process personal data to the extent it is
necessary in order to comply with legal requirements under Applicable Legislation, to which Adligo is
subject. In such event Adligo shall notify the Customer about the legal requirement before commencing
the processing, unless Applicable Legislation prohibits Adligo from providing this information to the
Customer.

 

 

2.4 Adligo shall as soon as possible notify the Customer if Adligo cannot fulfil its obligations under this Data

Processing Agreement or if Adligo is of the view that an instruction regarding the processing of personal

data given by the Customer would be in breach of Applicable Data Protection Legislation, unless Adligo is

 

prohibited from notifying the Customer under Applicable Legislation. Notification shall be made to the e-

mail address provided by the Customer when signing up for the Service.

3 SECURITY MEASURES

3.1 Technical and Organizational Security Measures


3.1.1 Adligo shall take appropriate technical and organizational measures in order to protect the personal data
processed by Adligo. The measures shall at least maintain a level of security which is deemed appropriate
under Applicable Data Protection Legislation, as well as relevant supervisory authorities’ decisions and
guidelines regarding security of personal data.


3.1.2 Adligo shall, upon the Customer’s written request, provide necessary information (available to Adligo) in
order to allow the Customer to fulfil its obligations to, where applicable, carry out data protection impact
assessments (DPIAs) and prior consultations with the relevant supervisory authority under Applicable Data
Protection Legislation in relation to the processing of personal data covered by this Data Processing
Agreement. In the event the Customer requests assistance from Adligo with respect to the establishment
of a DPIA although the Customer is not obligated to conduct a DPIA according to Applicable Data
Protection Legislation, Adligo shall be entitled to charge the Customer on a time and material basis for such
assistance, in accordance with Adligo’s from time-to-time applicable price list.


3.2 Access Control, Confidentiality and Logging


3.2.1 Adligo shall ensure that access to the personal data is restricted to those employees, consultants or other
personnel at Adligo who need access to the personal data in order for Adligo to fulfil its obligations under
this Data Processing Agreement and the GTC. Adligo shall continuously manage the access rights to ensure
that access is stripped when no longer necessary.


3.2.2 Adligo shall through a non-disclosure agreement or other similar confidentiality arrangement ensure that
all employees, consultants or other personnel authorized to access, and process personal data have
committed themselves to confidentiality in relation to the processing of personal data covered by this Data
Processing Agreement.


4 PERSONAL DATA BREACH

4.1 In the event of a personal data breach at Adligo, Adligo shall notify the Customer in writing without undue
delay from when Adligo became aware of the personal data breach. Notification shall be made to the
Customer on the e-mail address provided by the Customer when signing up for the Service.


4.2 Adligo shall immediately upon becoming aware of the personal data breach conduct a risk analysis to assess
the severity and scope of the personal data breach. Unless such risk analysis shows that it is unlikely that
the personal data breach will purport any risk to the personal integrity of the data subjects, Adligo shall
promptly take appropriate remedial measures to prevent or limit the potential adverse effects of the personal
data breach.


4.3 Upon the Customer’s request, Adligo shall provide the Customer with:


4.3.1 a description of the nature of the personal data breach including the categories and approximate number
of data subjects concerned and the categories and approximate number of personal data records concerned;

3 (7)

 

4.3.2 the likely consequences of the personal data breach; and


4.3.3 a description of the measures taken or proposed to be taken by Adligo to address the personal data breach,
including, where appropriate, measures to mitigate its possible adverse effects.


4.4 Where and insofar as it is not possible for Adligo to provide the abovementioned information at the same
time, the information may be provided in phases without further undue delay.


4.5 To the extent a personal data breach has occurred due to the Customer’s act or omission, or otherwise as a
consequence of any circumstances on the Customer’s side in relation to which Adligo has no involvement
or responsibility, then any assistance by Adligo requested by the Customer will be charged by Adligo on a
time and material basis.

5 ACCESS TO INFORMATION
5.1 The Customer is entitled to, once (1) per year, either by itself or through a third party, conduct audits at
Adligo to inspect whether Adligo is complying with its obligations regarding the security of the processing.
Adligo shall be notified about such audit at least fourteen (14) days prior to the audit. Any and all costs and
expenses arising out of an audit in accordance with this section 5.1 shall be borne by the Customer. For the
avoidance of doubt, an audit according to this section 5 shall only relate to information that is strictly
necessary in order for the Customer to comply its obligation to inspect the processing under Applicable
Data Protection Legislation such as technical descriptions and internal records (subject to art. 30 GDPR)
and internal data protection policies, and shall not under any circumstances include information pertaining
to Adligo’s business which is irrelevant in relation to Adligo’s processing of personal data on behalf of the
Customer.

 

5.2 In the event the Customer assigns a third party, the Customer shall ensure that such third party signs a
confidentiality undertaking relating to any and all information which is disclosed to such third party during
the audit, such confidentiality undertaking not to be less restrictive than the confidentiality undertaking set
forth in section 7.2 below.

 

5.3 Customer shall be liable for the acts or omissions by any third-party auditor that assists Customer with the
inspection subject to this section 5.

 

5.4 Adligo continuously documents in writing the measures taken by Adligo to comply with its obligations
under section 3 of this Data Processing Agreement, e.g. in an information security policy.

 

6 ASSIGNMENT OF SUB-PROCESSORS AND TRANSFERS TO THIRD COUNTRY

6.1 Adligo has the right to engage or replace third parties as sub-processors for the processing of personal data
in accordance with this Data Processing Agreement (so called ”Sub-processing”) provided that Adligo
and the sub-processor enters into a written contract and that the Sub-processing complies with this Data
Processing Agreement and Applicable Legislation. Adligo shall remain responsible for any sub-processors.
Adligo may also transfer personal data to a Third Country provided that Adligo shall comply with the
provisions of the GDPR relating to the transfer of personal data outside the EU/EEA and undertakes to
take all steps necessary to comply and allow the Customer to comply with such provisions, e.g. by entering
into the at each time applicable Standard Contractual Clauses adopted by the EU Commission.


6.2 Adligo shall keep the Customer informed of any new appointments or replacement of sub-processors and
provide the Customer with the possibility to object to a change of sub-processors, such objection shall be
delivered in writing to Adligo no more than 14 days after Adligo informed the Customer of the change of
sub-processors. Provided that the Customer’s objection is reasonable and based on justified data privacy

reasons, the Customer’s remedy if the Customer does not approve of a new sub-processor is to terminate
the GTC and this Data Processing Agreement by providing thirty 30 days’ prior written notice, in which
case Adligo shall refund Customer any pre-paid fees. Upon amendments to the list of sub-processors as set
forth in this section 6, the Customer shall without undue delay object to any changes that involves transfer
of personal data to a Third Country if the Customer has reasonable grounds to doubt such transfer does
not comply with the GDPR.

 

6.3 The sub-processors listed at www.adligo.io/sub-processors are approved for processing of personal data
under the circumstances specified in this Data Processing Agreement. In order for the Customer to receive
notifications of updates to the list of sub processors, the Customer is referred to use a URL tracking service
such as https://visualping.io/. By signing this Data Processing Agreement, the Customer also authorizes
any current transfers to Third Country as per the date of this Data Processing Agreement that are necessary
for Adligo’s provision of the Service.

7 CONFIDENTIALITY

7.1 Without prejudice to any confidentiality undertakings included in the GTC, Adligo shall keep and maintain
all personal data in strict confidence and not disclose the personal data to a third party, unless otherwise
authorized in advance in writing by the Customer or otherwise required by Applicable Legislation or for
the performance of this Data Processing Agreement or the GTC.


7.2 Subject to any confidentiality undertakings in the GTC, the Customer undertakes to keep any and all
information that the Customer may receive about Adligo’s security measures, routines, IT systems or that
is otherwise of confidential nature, strictly confidential and not disclose confidential information about
Adligo or its sub-processors to any third party. The Customer may only disclose such information if the
Customer is obligated to disclose such information according to Applicable Legislation or according to this
Data Processing Agreement. The Customer accepts that this confidentiality undertaking shall survive the
termination of this Data Processing Agreement.

8 LIABILITY

8.1 Without prejudice to any limitations of liability pursuant to the GTC, the following shall apply with respect
to the processing of personal data under this Data Processing Agreement.


8.2 The Parties are liable jointly and severally in relation to claims from data subjects. The Party compensating
the data subject shall have a right to recourse in accordance with the provisions under art. 82 of the GDPR.


8.3 The Parties acknowledge and agree that neither Party shall have an obligation to indemnify the other Party
for any administrative fines imposed by a supervisory authority or a court under Applicable Data Protection
Legislation.


8.4 For the purposes of section 8.3 above, both Parties shall, to a reasonable extent, provide information to the
other Party which may be useful within the scope of a supervisory matter or a court proceeding.

9 DATA SUBJECTS’ RIGHTS

9.1 Adligo shall, insofar it is possible, take necessary technical and organizational measures in order to assist
the Customer in its obligation to respond to requests from data subjects to exercise the data subject’s rights
according to Applicable Data Protection Legislation. Adligo shall upon Customer’s request cooperate with
Customer and provide Customer with guidance related to the possibilities to respond to the data subject’s
right request, e.g. by demonstrating to the Customer how personal data can be extracted from the Service.

 

9.2 If Adligo receives a request directly from a data subject relating to processing operations subject to this
Data Processing Agreement, Adligo shall immediately and no later than within forty-eight (48) hours
forward the request to Customer.

10 RETURN OF PERSONAL DATA

Upon termination of the GTC, the Customer shall instruct Adligo whether the personal data that Adligo
has processed on behalf of the Customer within the scope of this Data Processing Agreement shall either,
(i) be returned to the Customer, or (ii) be irreversibly deleted, unless Adligo is obligated under Applicable
Legislation to continue to store the personal data, in which case Adligo shall notify the Customer subject
to section 2.3. Unless otherwise agreed in the GTC, if the Customer does not submit such instruction within
thirty (30) days from the termination of the GTC, Adligo shall irreversibly delete the personal data without
undue delay.

11 TERM AND TERMINATION

This Data Processing Agreement shall be effective as of the execution of the GTC and until Adligo no
longer processes any personal data on the Customer’s behalf.

 

12 ORDER OF PRECEDENCE
If any provision of the GTC conflicts with the terms of this Data Processing Agreement, the terms of this
Data Processing Agreement shall prevail.

 

 

13 GOVERNING LAW
This Data Processing Agreement shall be governed and construed in accordance with the laws of Sweden,
without regard to its conflict of law principles.

 

14 DISPUTE RESOLUTION
Any dispute arising out of or in connection with this Data Processing Agreement shall be finally settled in
accordance with the provisions regarding dispute resolution in the GTC.

Categories of Data Subjects

Data subjects included by the Customer in the Service (mainly managers, employees,
consultants etc).

Categories of Personal Data

Personal data included by the Customer in the Service e.g.:
• Name
• Date of birth
• Address (incl. Country code, City, Country)
• Email
• Telephone number
• Position
• Status
• Date of employment
• Role
• Licenses
• Education
• Emergency contact (Name, Telephone number, Relationship)
• Interests
• Allergies
• Avatar
• Equipment
• Clothing size

Purpose(s) of the Processing

The purpose of the processing is to provide the employee caring service, which includes
managing employee relationships, on behalf of the Customer. Detailed descriptions of
the Service and its various features can be found on https://adligo.io and in GTC.

Processing Operations

The Personal Data will be subject to the following basic processing activities:
• Collection of personal data
• Storage of personal data
• Updating personal data
• Distribution of personal data
• Deletion or destruction of personal data

Retention of Personal Data

Unless otherwise agreed in the GTC, if the Customer does not submit an instruction
within thirty (30) days from the termination of the GTC, Adligo shall irreversibly delete
the personal data without undue delay.