Standard terms of agreement

1. Introduction

1.1. These T&Cs govern Customer's use of Simployer's software products and related services for HR and personnel management. The T&Cs include the executed Order Form and its Appendices, the Service Level Agreement, the Data Processing Agreement, and the Documentation (together called the "Agreement"), unless otherwise specified in the Order Form.

2. Definitions and interpretation

2.1. Definitions:

"Affiliate" means in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. "Control" means the ownership of, or the power to vote, fifty percent (50%) or more of the voting stock, shares, or interests of such entity.
“Customer” means the entity identified as such in the Order Form.
“Customer Data” means the data inputted through the Subscription Services by the Customer or the Users.
“Documentation” means material made available to the Customer by Simployer that describe the features, functionalities, system requirements, and usage guidelines of the Subscription Services procured by the Customer, including general product descriptions available on Simployer's official website and release notes, as may be amended from time to time.
“Simployer Expert” means the specialized advisory and support services provided by Simployer to the Customer if procured under the Order Form, designed to assist the Customer with professional inquiries and challenges within specified domains.
“GDPR” means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
“Implementation Services” means the assistance with the implementation of the Subscription Services, as applicable, that may, if so specified in an Order Form, be provided by Simployer as Professional Services.
"Laws" means applicable laws, regulations and other legal requirements enacted or issued by any governmental authority having jurisdiction over the parties or the Subscription Services.
"Order Form" means the document or electronic form completed by the Customer to request and authorize the purchase of Subscription Services or other services and deliverables from Simployer. The Order Form outlines the commercial details agreed between the parties, including the description of the Subscription Services, quantities, pricing, and any specific terms or conditions applicable to the order.
“Open-Source Software” means a program in which source code is made publicly and freely available for use and modification pursuant to certain license terms.
"Party/Parties" means either Simployer or the Customer, or Simployer and the Customer collectively.
“Professional Services” means consultancy services and support outside the scope of the Subscription Services, e.g., on-site training, integration services, implementation services, data migration, and/or other technical or professional services provided by Simployer.
“Security Program” means Simployer's at any time applicable description of measures implemented by Simployer to protect the integrity, confidentiality, and availability of the Subscription Services and Customer Data, available at Simployer’s Information security policy and Information Security Measures.
“Service Level Agreement” means the service level agreement referenced as Annex 4 in the Order Form and available on Simployer Trust Center.
“Simployer” means the Simployer entity identified in the Order Form.
“Subscription Services” means the hosted software solution(s) provided by Simployer as specified in the Order Form.
"Subscription Term" means the period during which the Customer is entitled to access and use the services provided under this Agreement, as set out in section 17.
"T&Cs" means these terms and conditions including its attachments.
“Third-Party Deliverables” means services or software incorporated in the Subscription Services not provided by Simployer or its Affiliates.
"Users" means individuals or entities authorized by the Customer to access and utilize the Subscription Services.

2.2 In the event of any conflict or inconsistency between the terms and conditions of these T&Cs and any other documents or agreements referenced herein, the following order of precedence shall apply, with each document taking precedence over those listed below it:

- The Order Form where deviations from these T&Cs are specifically agreed
- Attachment 1: Data Processing Agreement for all matters concerning Simployer's processing of personal data on behalf of the Customer.
- These T&Cs
- The Service Level Agreement
- Any referenced policies or external documentation.

3. Grant of usage rights

3.1 During the Subscription Term and granted Customer complying with the terms of the Agreement, Customer receives a limited, non-exclusive, non-assignable and non-transferable right to access and use the Subscription Services online solely for Customer's internal business operations.

3.2 Simployer may further provide the Customer with access to Documentation, training materials, and any other resources necessary for the effective use of the Subscription Services, including as part of the Simployer Expert. The Customer is granted a limited, non-exclusive, non-transferable right to use these materials solely for internal business operations.

3.3 Customer is granted access to and use of the Subscription Services through one or more User accounts. The number of User accounts included upon entering the Agreement, is specified in the Order Form. Customer shall ensure that each User account is utilized only by the designated individual and shall not share or otherwise allow multiple individuals to use a single User account. If additional user accounts are required by the Customer and its users, the Customer shall contact Simployer or order additional accounts in the system where available. Additional user accounts will be invoiced in accordance with section 12 Usage Review unless otherwise agreed to.

3.4 Any use of the Subscription Services by an Affiliate of the Customer shall always be subject to the relevant Affiliate being listed in the Order Form, or subject to prior written approval by Simployer. Customer will remain responsible for all obligations under this Agreement and for its Affiliates' compliance with this Agreement.

4. Implementation Services

4.1 The Customer is responsible for all activities connected to implementation of the Subscription Services that is not included under the Implementation Services procured by the Customer under an Order Form. If agreed in the Order Form, Simployer will provide Implementation Services to the Customer. The scope and timing of the Implementation Services will be set out in the Order Form or in an implementation plan (if any) appended to the Order Form.

4.2 Where Simployer provides Implementation Services, the Parties shall jointly confirm the implementation plan and Go-Live Date during a Kickoff Meeting. The confirmed Implementation Plan will serve as the reference for project execution, unless otherwise mutually agreed in writing.

4.3. The Customer undertakes to provide sufficient resources and to cooperate with Simployer in connection with the Implementation Services.

4.4 If the Customer fails to comply with its obligations in accordance with the applicable implementation plan, section 7.3 shall apply. Should Implementation Services be delayed by more than 20 days from the agreed Go-Live Date due to circumstances for which the Customer is responsible, Simployer may, at its discretion, reassign resources and adjust the project timeline accordingly. In addition, Simployer may choose to deliver the Subscription Services on the agreed delivery date, incorporating only the content and specifications based on feedback received from the Customer by the deadlines established in the implementation plan.

5. Requirements to the Subscription Services

5.1 The Subscription Services shall meet the functional, content, quality, and system requirements specified in the Order Form and the Documentation in all material respects.

5.2 Simployer will provide the Customer with support and maintenance services in accordance with the Service Level Agreement.

5.3 The availability of the Subscription Services, including planned downtime, is governed by the Service Level Agreement.

5.4 Simployer may at its sole discretion change and update the Service Level Agreement. However, the Parties must agree in writing with respect to any change that would materially lower the quality of the Service Level Agreement.

5.5 Simployer may be required under applicable Laws to provide the Customer with certain information about the Subscription Services. Such information is available on Simployer’s Trust Center and the Customer confirm that they have read and understood the information provided. The information will be updated regularly to reflect Simployer's practices and legal requirements.

6. New releases, changes, etc.

6.1 Simployer will regularly update, test and issue new releases of the Subscription Services in line with its internal road maps.

6.2 To ensure ongoing innovation and development in relation to the Subscription Services, Simployer may without notice or approval:

Add or update functionality and features of the Subscription Services from time to time;
Remove functionality or features from the Subscription Services that do not materially affect the use thereof to the Customer's detriment.

6.3 Simployer may remove functionality or features from the Subscription Services outside what is permitted in section 6.2 if Simployer deems it necessary due to changing demands, competitive reasons, changes of Laws, or circumstances related to subcontractors or third parties outside Simployer's reasonable control (such as termination of the agreement with relevant third parties). As a condition for removing functionality under this section 6.3, the Customer shall be given 3 months' notice and the option of obtaining reduced charges for the Subscription Services with an amount proportional to the Customer's decreased utility value of the Subscription Services reasonably determined by Simployer (and a pro-rata refund of an amount corresponding to such reduction for any prepaid charges).

7. Professional Services

7.1 The Customer may order Professional Services as an add-on on a time and material basis in case Customer needs consultancy services beyond standard support included in the Subscription Services. Unless hourly rates are specified in the Order Form, Simployer's at any time applicable list prices shall apply for Professional Services.

7.2 The Professional Services will commence on the schedules start date as agreed and Simployer will use reasonable efforts to complete the Professional Services on the scheduled end date. Professional Services shall be provided in a sound professional manner and in accordance with recognized methods and standards.

7.3 The Customer shall provide the relevant approvals, data, information and background material, access to Customer's premises, personnel and equipment, in addition to all other forms of assistance specified by Simployer in connection with the order for Professional Services or as otherwise reasonably required by Simployer for the satisfactory and timely performance of the Professional Services and must do so in a timely manner. If Customer's failure to comply with its obligations leads to delays or additional work for Simployer, Simployer reserves the right to invoice for the Professional Services in accordance with any applicable payment milestones and/or invoice the Customer for any additional work required to complete the Professional Services in accordance with the at any time applicable list prices, or the rates agreed in the Order Form.

7.4 In the event of a default in the provision of Professional Services, Simployer shall, after having received a correct and adequate written description of the default from the Customer, as promptly as required by the circumstances, and with respect to the nature of the default and other circumstances, use reasonable commercial endeavors to rectify such default or provide an alternative means of accomplishing the desired performance. As long as Simployer is rectifies the default or provide an alternative solution in accordance with this section, Customer cannot claim damages or other remedies for breach.

8. General obligations of Simployer

8.1 Simployer shall:

Provide the Subscription Services in accordance with section 5 with reasonable skill and care;
Comply with all Laws applicable to Simployer with respect to its obligations under the Agreement in the jurisdiction in which it is established; and
Maintain adequate business continuity and disaster recovery plans intended to restore normal operations and proper provision of the Subscription Services in the event of an emergency.

8.2 Simployer has documented security policies and procedures that define information security rules and requirements for the Subscription Services that are reviewed at least annually and updated as necessary, and commits to comply with its Security Program.

9. General OBLIGATIONS OF customer

9.1 Customer has exclusive control and responsibility for determining what Customer Data is submitted to the Subscription Services, and for obtaining all necessary consents and permissions for submission of Customer Data and processing instructions to Simployer.

9.2 The Customer is responsible for complying with and must procure that each User of the Subscription Services complies with, the Agreement. The Customer shall maintain the confidentiality and integrity of any credentials, password or User ids. The Customer shall promptly notify Simployer of any unauthorized use of any credentials, password or User ID or any other known or suspected breach of security and use reasonable efforts to stop any unauthorized use of the Subscription Services that is known or suspected by the Customer or any User.

9.3 The Customer shall:

- Comply with all Laws with respect to its activities under the Agreement;
- Be solely responsible for determining which Laws apply to its own activities and for maintaining ongoing compliance;
- C) if relevant, promptly provide Simployer with clear written instructions, information and/or authorisations reasonably required for Simployer to perform the Services in a manner that enables the Customer to be in compliance with relevant Laws.
- Carry out its obligations under the Agreement in a timely and efficient manner;
- Be responsible for its own, and its own third party, equipment, hardware, and software that Customer uses in relation to the Subscription Services;

9.4 Customer must not, and must not permit anyone to:

- Copy or republish the Subscription Services nor underlying software code or the Documentation;
- Permit any person other than a User to use or gain access to the Subscription Services;
- Use or access the Subscription Services to provide computer hosting services to third parties;
- Remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Subscription Services or the Documentation;
- Reverse engineer or otherwise through similar measures attempt to derive the source code of the software included in the Subscription Services; or
- Use the Subscription Services or Documentation in order to build a similar product or competitive product.

10. Subcontractors, third party-Deliverables and Open Source

10.1 Simployer reserves the right to utilize subcontractors to assist with fulfilling its obligations under this Agreement, assuming Simployer remains liable for the performance of subcontractors as if itself performed the relevant parts of the services. Simployer shall at all times have available an overview of applicable subcontractors on Simployer’s Trust Center.

10.2 Subcontracting where subcontractors are provided with access to personal data shall be governed by Attachment 1: Data Processing Agreement.

10.3 With respect to any Third-Party Deliverables included in the Subscription Services, Simployer cannot be held liable for errors or unavailability solely arising from Third-Party Deliverables, unless Simployer reasonably could have limited to scope and/or consequences of such errors.

10.4 Certain Open-Source Software libraries, components and utilities not owned or developed by Simployer may be embedded in the Subscription Services. The publicly available open-source license terms governing the Open-Source Software shall take precedence over this Agreement to the extent that the Agreement imposes greater restrictions on Customer. Simployer shall not be liable for claims that may arise with respect to such Open-Source Software.

10.5 Simployer may offer integration services with third-party providers to the Customer. Integration services are governed by the terms and conditions of the respective third parties, and Simployer does not control or assume responsibility for the functionality, content, or performance of third-party integration services. Integrations may access the Customer's data, including personal data stored or processed within Simployer's systems and databases, and may not have the same privacy controls and mechanisms as those provided by Simployer. The Customer is responsible for conducting necessary legal and technical assessments before utilizing any integration services.

11. Fees and payment terms

11.1 Customer must pay the fees as set out in the Order Form. All fees and any other amounts stated or referred to in the Order Form are exclusive of value added tax and similar transaction taxes.

11.2Unless otherwise agreed in an Order Form, Simployer will invoice the Customer annually in advance (as from the date of the applicable Order Form) for the Customer's access and use of the Subscription Services.

11.3. Unless a fixed price or other terms to the contrary is agreed, Professional Services will be charged on a time and material basis monthly in arrears in accordance with the applicable rate card, with expenses charged in addition. If an estimated total amount is stated in the applicable Order Form, such amount is only a good faith estimate for Customer's budgeting and Simployer's resource scheduling purposes, and the final aggregate fee for the Professional Services may be higher or lower.

11.4. Simployer may adjust any fees once each calendar year by an amount equal to (i) the percentage increase in the consumer price index of Statistics Norway, Statistics Sweden or Statistics Denmark as determined by the country in which Simployer is established, plus (ii) a further 3% of the then-current fee.

11.5. In addition, Simployer may with 3 months' notice adjust any fees to reflect (i) increased costs in providing the Subscription Services, such as costs resulting from price increases by subcontractors, suppliers of Third-Party Deliverables or hosting providers; (ii) additional costs resulting from changes in or new rules or administrative decisions pertaining to public taxes or which otherwise require modifications of the Subscription Services; or (iii) additional costs resulting from investments in new technologies or infrastructure upgrades to enhance service delivery or security. Simployer's notice shall include a reasonably detailed rationale for the price increase.

11.6. If the Customer does not pay at the due date of an invoice, Simployer may claim interest on the amount which has fallen due for payment, in accordance with Act no. 100 of 17 December 1976 concerning interest on late payments, etc. (the Norwegian Interest Act). Any dispute in relation to an invoice must be made in good faith and Customer must notify Simployer no later than on due date of the relevant invoice and specify and explain the reason for disputing the invoice. Simployer reserves the right to suspend or disable access to the Subscription Services if (i) any invoice that has not been disputed in good faith is not paid within 30 days of its due date; or (ii) if an invoice is disputed in good faith, the dispute has not been resolved within [X] months from the invoice due date. Suspension shall remain in effect until payment is received or the dispute is settled.

11.7. Simployer reserves the right to introduce new or enhanced functionalities as separate modules to the Subscription Services. Such modules will be available to the Customer subject to additional fees, as detailed in a new Order Form, or an amendment of the existing Order Form.

11.8. Simployer reserves the right, upon 90 days' prior written notice, to require the Customer to migrate to a new package of the Subscription Services as part of a general upgrade or enhancement program where the Customer will obtain expanded functionality compared with what is already included in the Subscription Services. In such event, the Customer shall be provided with a summary of the additional functionalities and the applicable fees. If the Customer does not wish to accept the new package and associated fees, the Customer may terminate the Subscription Services by providing notice of termination within 60 days of receipt of Simployer’s notice. Continued use of the Subscription Services after the effective date of the migration shall constitute acceptance of the new Subscription Service package and fees.

12. Usage review

12.1. Simployer reserves the right to periodically review Customer's usage of the Subscription Services to ensure compliance with the user limitations and entitlements specified in the Order Form. If Simployer determines that the number of Users (or capacity where applicable) accessing the Subscription Services exceeds the User accounts or limitations set forth in the Order Form, Simployer may automatically adjust the fees to reflect the actual usage. The adjusted fees will be calculated based on Simployer's standard pricing for additional Users and will be applied retroactively from the date the limitation was first exceeded.

13. CUSTOMER DATA, USER BEHAVIOUR AND PERSONAL DATA

General

13.1.1. Customer owns all rights, title, and interest in and to all Customer Data. The Customer grants Simployer a non-exclusive, transferrable, and sub-licensable right to use Customer Data for the purpose of providing the Subscription Services.

13.2. If the Subscription Services contain artificial intelligence technology, the Customer grants to Simployer a non-exclusive, non-transferable, sub-licensable license to access and use Customer Data for the purpose of generating material, information, or other data in providing its services, and in order to improve and develop Simployer’s services.

13.3. Simployer is entitled to collect, extract, compile, analyze and otherwise process any information not defined as "Personal Data" under GDPR Art. 4 (1), and which is not otherwise protected by law or agreement between the parties. Such information that is not defined as "Personal Data" includes, but is not limited to anonymized data, volume data, frequency measurements, and other information that the Data Controller and its users and recipients generate in connection with the use of the system and the Data Processor's services. Simployer has the ownership of such data and may be used by Simployer for legitimate business purposes.

13.4. For the sake of clarity, such data as referenced to above does not include data that is the property of the Customer, i.e. Data that is registered into the system by the users of the Customer, or data registered into the system by way of integrations with the Customer’s third party systems.

13.5. The Customer authorizes Simployer to create aggregated statistical, non-personal data from data containing pseudonymized identifiers (such as usage logs containing unique, pseudonymized identifiers) and to calculate statistics related to Customer Data, in each case without accessing or analyzing the content of Customer Data assuming any such processing is conducted in accordance with while maintaining applicable Laws and good industry practice.

13.6. Simployer's processing of personal data on behalf of the Customer shall be governed by the Data Processing Agreement, linked to from the Order Form.

Simployer Expert

13.7.1. Solely with respect to the provision of Simployer Expert, the Parties agree that Simployer shall not be regarded as a data processor, and each Party shall be considered independent data controllers as defined in the GPDR.

13.7.2. Simployer may record usage data, which may include, among other things, personal data such as login information, activity log, search history, e-mail and username through the Simployer Expert service. All personal data contained in such usage data will be processed in accordance with Simployer's privacy policy, available at https://www.simployer.com/privacy-policy, and anonymized within 6 months of the expiry of the subscription for Simployer Expert.

13.7.3. For the Simployer Expert service, it is acknowledged that

Simployer registers support data that may contain personal data for statistical purposes, including by e-mail in particular so that the Customer has access to their previous support cases.
The Customer shall ensure that its Users avoid submitting information that can be linked to an identifiable person, and Simployer disclaims all liability for unlawfully posted personal data.
.
All questions and answers will be deleted within 6 months after the expiration of the agreement. Information about the time of the enquiry (date and year), subject area and number of enquiries will be anonymized within 6 months after the expiry of the subscription for Simployer Expert, and will no longer contain personal data after anonymization.

14. INTELLECTUAL PROPERTY

14.1. Simployer (or one of its Affiliates) is and remains the owner of all intellectual property rights in the Subscription Services and other software developed and marketed by Simployer (including any improvements or modifications thereto), the Documentation, any derivative work developed, generated, or obtained by either Party in connection with the performance of this Agreement and, unless otherwise is specifically agreed, any results which is developed by Simployer as Professional Services, as may be later modified, amended or developed. Simployer further owns all material to which Customer is granted access as part of the Subscription Services.

14.2. Marketing & Publicity Rights

Customer grants Simployer a royalty-free, non-exclusive license to display Customer’s name, logo and associated trademarks in Simployer’s and its Affiliates’ marketing materials solely to identify Customer as a client. Such use shall comply with Customer’s reasonable brand-usage guidelines, and Customer may revoke specific use by giving Simployer written notice, after which Simployer will cease such use within a commercially reasonable time.

15. CONFIDENTIALITY

15.1. All information entrusted to the other Party and its employees and others acting on the behalf of the Parties in relation with the execution of the Agreement shall be treated confidentially and not made available to any outside party without the prior written consent of the other Party to the Agreement, subject to section 13.

15.2. The provision in the first paragraph does not prevent the disclosure of information if required by Law or a public authority authorized to do so. When possible, the other party shall be notified before such disclosure of information.

15.3. The Parties may disclose information to third parties to the extent necessary for the execution of the Agreement, provided that such other recipient of the information is required to have a corresponding duty regarding confidentiality as set out in this section.

15.4. The provision in this section shall not prevent the Parties from utilizing the knowledge and expertise gained in connection with the execution of the Agreement.

15.5. The duty of confidentiality continues to apply also after the agreement has been ended or otherwise terminated.

16. Default and remedies

Default and Notification

16.1.1. A contractual default exists if a Party does not fulfill its obligations as set out in this Agreement.

16.1.2. If a Party becomes aware of or should reasonably become aware of a default or expected default by the other Party, it shall without undue delay notify the other Party in writing of reasonable details of the facts of the default and claims it wishes to raise.

16.2. If a Party fails to give notification in accordance with section 16.1.2, the Party loses its right to invoke the default.

16.3. Simployer shall not be liable for defaults caused by:

Modifications or interventions in the Subscription Services made by the Customer without Simployer's prior written consent;
Use of the Subscription Services in breach of Simployer's instructions, or in a manner for which the Subscription Services is not construed or intended;
Incorrect or negligent use of the Subscription Services, or by use of equipment, peripheral devices or software other than that prescribed by Simployer; and
Incorrectly configured or maintained third party software, including but not limited to, databases.

16.4. If artificial technology is used as part of the Subscription Services, the Customer acknowledges that it is responsible for all decisions made, advice given, actions taken, and failures to take action based on the Customer's use of artificial intelligence technology and for verifying the truth and accuracy of any output.

16.5. With respect to Simployer Expert, it is acknowledged that, while Simployer endeavors to provide accurate and reliable advice, all information and guidance provided through Simployer Expert are intended for informational purposes only and do not constitute legal advice tailored to the Customer's specific circumstances. The Customer is advised to seek independent and specific legal advice before making any decisions or taking actions based on the information provided through Simployer Expert.

Cure

16.7. Upon notification of a default, the non-defaulting Party shall provide the defaulting Party with a reasonable period to cure the default, unless the default is of a nature that renders immediate remedies necessary.

16.8. If the defaulting Party fails to cure the default within the specified period, the non-defaulting Party may exercise the rights set out in section 16.3.

Remedies

16.10. Either Party may terminate this Agreement for breach if the other Party is in material breach of contract.

16.11. Irrespective of section 16.2, either Party may terminate this Agreement or a Call-Off Agreement for breach with immediate effect if the other Party:

Has given notice of suspension of payments; or
Is the subject of a bankruptcy petition, commences negotiations for a composition with its creditors or applies for company reconstruction, enters into liquidation or otherwise is deemed insolvent.

16.12. Irrespective of section 16.2, Simployer may suspend provision of the Subscription Services or suspend individual User's access if:

The Customer or any User engages in activities that infringe upon Simployer's intellectual property rights, including unauthorized distribution or modification of the Subscription Services; or
The Customer or any User creates or contributes to security vulnerabilities, including unauthorized access attempts, data breaches, or actions that compromise the integrity or security of Simployer's systems.

16.13. Subject to section 16.4, a Party may claim damages for loss suffered resulting from the other Party's default.

Limitation of liability

16.15. Each party's maximum aggregate liability for all claims arising out of or relating to the Agreement per contract year is limited to an amount corresponding to the total annual fees paid or payable by the Customer for access to the Subscription Services, excluding VAT.

16.16. Each Party's liability is limited to direct damages only and does not include any loss of profits, loss of business, loss of savings, depletion of goodwill and/or similar losses or loss or corruption of data or information, or any other indirect loss, including liability to pay compensation to third parties, however arising under the Agreement or otherwise.

16.17. The limitation of liability set out in section 16.4.1 does not apply in with respect to a Party's:

Gross negligence or willful misconduct;
Infringement of the other party’s Intellectual Property;
Non-payment of fees chargeable by Simployer.

Responsibility for Customer content

16.19. The Customer acknowledges that Simployer does not have any control over information and content submitted to the Subscription Services. Consequently, the Customer shall indemnify and hold harmless Simployer and its Affiliates from any claims, liabilities, damages, losses, and expenses arising out of or in connection with any information or content submitted by the Customer, including any claims that such information or content infringes upon the rights of any third party or violates any applicable Laws.

Force Majeure

17.1. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including strikes, lockouts, and any conditions that under applicable Laws will be regarded as force majeure.

17.2. In the event of a force majeure occurrence, the affected Party shall promptly notify the other party in writing, providing details of the nature and extent of the force majeure event and its anticipated duration.

18. Term and termination

18.1. Unless otherwise is agreed in the Order Form, the Agreement enters into force on the date in which is signed by the Parties, and remain on force for one year from the agreed delivery date of the Subscription Services.

18.2. Upon expiration of the initial term, the Agreement shall automatically renew for successive one-year terms, unless either Party provides written notice of its intention not to renew at least three months before the end of the then current term.

18.3. On the expiry or termination of the Agreement, all terminated rights and licences (if any) granted under the Agreement shall immediately terminate, and each party shall return and make no further use of any equipment, property, software, documentation, materials, confidential information and other items (and all copies of them) related to the Agreement belonging to the other part.

19. Exit assistance

19.1. Following the expiry or termination of the Agreement, Customer Data shall be placed in quarantine for a period of 90 days from expiration of the Agreement, and will then reside in back-ups for another 90 days, whereafter Simployer will proceed with the physical deletion of the Customer's data. Accordingly, 180 days following expiration, any backup of Customer Data can no longer be reconstructed or accessed by the Customer. Simployer will then provide written confirmation to the Customer that the Customer Data has been permanently deleted.

19.2. The Customer is entitled to request to obtain all Customer Data, free of charge, on 1 occasion during the quarantine period. The Customer Data will be provided in its original document format. Structured data will be delivered in a standardized, machine-readable format.

20. Amendment of terms

20.1. Simployer reserves the right to reasonably amend or modify these T&Cs and its Attachments of this Agreement at any time, such as for the purposes of aligning the T&Cs with development of new products development, market development, company changes, unforeseen events or changes in Laws.

20.2. Any amendments will be notified to the Customer at least 30 days prior to the effective date of such changes, unless the Agreement is terminated in accordance with 19.3 below.

20.3. If the Customer reasonably demonstrates that an amendment results in materially adverse effects for the Customer, the Customer may terminate the Agreement with 60 days' notice allowing the Customer time to find an alternative solution if such notice of termination is sent prior to the changes becoming effective.

20.4. The Customer's continued use of the Subscription Services after the effective date of any amendments if the Customer has not terminated the Agreement shall constitute acceptance of the revised terms.

21. Assignment

21.1. The Customer may not assign its rights and obligations under the Agreement to any other party without the prior written consent of Simployer (not to be unreasonably withheld), including as part of a merger with another company (merger) or division of the company (demerger).

21.2. Simployer may assign its rights and obligations under this Agreement fully or partially to a third party.

22. Notices

22.1. All notices and communications under the Agreement (except for routine communication) must be in writing and shall be provided to the authorized representative of the other Party as identified in the Order Form.

23. Entire Agreement

23.1. The Agreement constitutes the entire agreement and understanding between the Parties relating to the subject matter and specific parts of the Subscription Services procured and supersedes all written or oral warranties, commitments, undertakings, and agreements between the Parties which have preceded the Agreement.

24. Governing law and disputes

24.1 This Agreement shall be construed in accordance with the laws of the jurisdiction in which Simployer is established.

24.2 Any dispute arising out of the Agreement shall be sought to be resolved by negotiation between the Parties.

24.3 If negotiation is unsuccessful, the matter shall subject to the exclusive jurisdiction of the courts where Simployer has its domicile.

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