This User Access Agreement (“Agreement”) describes the terms and conditions governing the Partner’s remote access to the Fill website and platform (“Fill”).
"Agreement" shall mean the commercial and legal agreement under which the Partner and Fill cooperate and conduct business
"Authorized User" “Authorized User” shall mean a person with login credentials, distributed by Fill.
"Commission Fee" shall mean the pre-agreed fee that is paid by either the Customer, the Partner, or both, when a Purchase Agreement is signed between the Customer and the Partner.
"Customer" shall mean a Company that uses the Platform in order to access the Services.
"Fill" refers to Fill Technology AB, corporate reg. no. 559308-8346.
"Partner Profile" shall mean how the Partner defines its business offering, i.e. industry or functional focus.
“Partner” shall mean the company that the Authorized User represents.
"Party" shall mean Fill and the Partner.
"Platform" shall mean Fill’s web application made available on app.askfill.com, among others.
"Proposal" shall mean the written offer that the Partner sends to the Customer via the Platform. The Proposal should be outlined based on the information provided by the Customer in the Request. Proposals can consist of project proposals, candidates, or scope of work. If the Customer accepts a Proposal, this shall form the basis of the Purchase Agreement.
"Purchase Agreement" shall mean a commercial and legal agreement signed between the Customer and the Partner based on the Services provided by Fill.
"Request" shall mean information provided by a Customer via the Platform which forms the basis for the Partner Proposal.
"Service" shall mean the enabling of recruitment, staffing, consultancy, professional service, and/or other HR Services by Fill via the Platform, that is requested from the Customer to be delivered by Partners.
3.1 The Partner is a recruitment and/or staffing, or consulting company that, among other things, conducts the sale of recruitment-, staffing-, professional services, and/or the hiring of personnel.
3.2 Fill provides the Partner with the Services under this Agreement, enabling Partners to sell its services to the Customer via the Platform.
3.3 When the Partner registers at Fill’s Platform, Fill provides the Partner with a user account. The Partner shall be properly registered and authorized by password controlled and administered by the Partner.
4.1 Fill must act as a neutral party when providing the Service and thus not pretend to exclusively represent the Partner or the Customer.
4.2 The Request that the Partner receives via the Platform shall match the Partner Profile. Fill undertakes, to the best of its ability, to assess whether each Request is aligned with the Partner Profile. Requests that do not match the Partner Profile will not be forwarded to the Partner.
4.3 Fill's commitment does not include any guarantees relating to the Customer's intentions regarding entering into a Purchase Agreement with the Partner.
4.4 Upon the establishment of a Purchase Agreement between a Customer and the Partner, Fill's obligations in that Request are considered to have been successfully fulfilled.
4.5 Fill undertakes not to use the Partner's name in its public communication, without first obtaining written approval from the Partner.
5.1 The Partner undertakes to create a Partner Profile in the Platform.
5.2 The Partner undertakes not to contact the Customer directly regarding the Request they received via the Platform, if not stated otherwise in the Request. After the Purchase Agreement has been signed between the Partner and the Customer, the Partner is free to communicate with the Customer without Fill's approval regarding the specific Purchase Agreement.
5.3 The Partner undertakes to always respond to a received Request to the best of their ability by either a) submitting a Proposal or b) actively declining to submit a Proposal.
5.4 The Partner is not allowed to use Customer data derived from received, processed, accepted, or declined Requests for marketing purposes, and promises not to disclose any Customer information to third parties without Fill's explicit consent.
5.5 The Partner must always offer the Customer the best possible terms via the Platform. "Best possible terms" means that the Partner is committed to ensuring that the terms offered to the Customer are not less advantageous than those the Partner would offer through its own sales channels or to customers acquired through alternative sales channels.
5.6 When a Partner submits a Proposal, the Partner acknowledges that this is the basis for the Purchase Agreement, including but not limited to, pricing and financial terms. However, final terms and conditions in the Purchase Agreement are agreed upon between the Customer and the Partner. Significant deviations between the initial Proposal and the Purchase Agreement should be clearly highlighted to Fill and the Customer.
5.7 By uploading documents and information to Fill’s Platform, the Partner guarantees that the Partner’s employees have legal permission to upload such data and that such data, or use of such data, in no way violates any national or international laws or regulations. Furthermore, the Partner acknowledges and takes full responsibility that the provided data is correct.
5.8 If the Partner presents sub-contractors in a Request and acts as a broker, the Partner takes full responsibility for having all necessary documentation and contracts in place, such as, but not limited to, a commercial agreement, consent to present the sub-contractor, and having full commitment from the sub-contractor.
5.9 The Partner is not permitted to mention Fill, the Agreement or use any intellectual property of Fill in its marketing, without first obtaining written approval from Fill.
6.1 Access to the Platform is provided free of charge to the Partner. The Platform Provider may offer an Authorized User optional additional features or services within the Platform which may be subject to fees.
6.2 Submitted Proposals resulting in Purchase Agreements, Fill has the right to collect a Commission Fee from either the Customer, the Partner or both. The Commission Fee varies and is always stated in each Request. It shall be clearly stated in each Request if the Customer, the Partner or both pay a Commission Fee.
6.3 Fill is entitled to a Commission Fee on Requests sent from the Platform, that result in a Purchase Agreement, regardless of whether the Customer accepts the Proposal via the Platform or if a Purchase Agreement is signed outside the Platform between the Customer and the Partner.
6.4 Fill's right to Commission for signed Purchase agreements survives the termination of this agreement. The right to Commission Fee remains if the contract period in the Purchase agreement is extended.
6.5 If a Customer terminates their contract with Fill, Fill’s right to collect Commission from the Partner is terminated.
7.1 Fill offers Customers two different payment options. It shall be clearly stated in the Request which payment option The Customer has opted for. The payment options are as follows:
(i) Partner invoicing; The Partner sends each invoice to the Customer. The Partner is separately invoiced by Fill for the Commission Fee. Payment terms are net thirty (30) days unless otherwise agreed.
(ii) Fill invoicing: The Partner sends the invoice to Fill, excluding the Commission fee. Fill invoices to the Customer on the full amount, stated in the Purchase Agreement and pay the Partner within two (2) banking days of receiving the payment from the Customer.
7.2 If the Partner fails to make an undisputed payment on time, interest will be charged from the due date until the payment is made. This interest is calculated at the reference interest rate plus eight (8) percentage points, as stipulated by the Interest Act (sv. räntelagen 1975:635), and is applicable from the missed payment due date until the date of the first payment.
7.3 The respective Party is responsible for its costs due to the commitments stated above and other costs incurred in connection with the negotiations for the conclusion and implementation of this Agreement. Neither party is entitled to compensation for these costs.
Fill reserves the right to terminate this Agreement or restrict or deny use of the Platform if Fill determines that:
(i) The Partner is or may be engaged in any improper use of the Platform, or (ii) The Partner is in violation of this Agreement or any national or international laws or regulations.
Fill may carry out measures that affect the availability of the Platform if required for technical, maintenance, operational, or safety reasons. Fill shall perform such measures promptly and in a manner that limits the disruption. Fill undertakes to notify the Partner within a reasonable time before such measures are carried out, to the furthest extent possible.
Fill may, without prior notification to the Partner, make changes to the Platform or the method of providing it, if such changes
(i) can reasonably be assumed to benefit the Partner or (ii) be of minor consequence to the Partner. (iii) is required due to changes of platforms of Third Party Applications, which affect Fill.
10.1 Fill reserves the right to modify this Agreement at any time by updating this Agreement. The Partner will be notified of any changes made to the Agreement. The Partner will be notified of any changes made to the Agreement and the changes require the Authorized User’s acceptance in order for the Authorized User to continue use of the Platform.
10.2 This Agreement represents the complete agreement between the parties and supersedes all prior agreements and representations between them.
11.1 The Platform is provided, to the extent allowed under law, “as is” and “as available” without liability for defects or any representations or warranties of any kind, whether express, statutory, implied, or otherwise. Fill does not warrant or represent that the Platform will be error-free, uninterrupted, or meet the Partner’s specific requirements.
11.2 Fill is not responsible for either technical, hardware, or software malfunctions, or lost or unavailable network connections, downtime, or disconnections from the Platform.
11.3 Fill is not responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Platform.
12.1 A Partner may close the user account at any time. Notwithstanding the foregoing, any obligations due to ongoing contracts or applications must be fulfilled before the user account may be closed. By closing a user account this Agreement will be terminated.
12.2 Upon termination of the Agreement, the Authorized User’s right to use Fill ceases. Termination of the Agreement shall be without prejudice to any rights, claims, damages, compensation, or remedies accrued to either party prior to the effective date of the termination.
12.3 obligations herein shall survive the expiration or termination of this Agreement if not relating to 6.5.
13.1 The Partner shall be liable for the work of employees and subcontractors, operating in the Platform such as for its own work. The same shall apply for work carried out by other persons retained by the Partner.
13.2 The Parties shall be liable for direct loss and damage. Neither Party shall be liable for (i) any indirect or consequential loss or damage, howsoever arising, or (ii) loss of revenue, profits, goodwill, and anticipated savings. Each Party´s liability for direct loss and damage shall be limited to an amount of 100,000 SEK per year.
13.3 The limitation made to direct damages to 100,000 SEK as set out in Section 14 shall not apply with respect to claims arising from acts of gross negligence or willful misconduct.
14.1 Should the Partner breach any of the provisions in section 15 (Intellectual property rights) and section 17 (Confidentiality), Fill shall be entitled to liquidated damages amounting to 100 000 SEK for each individual breach. Fill shall also be entitled to claim additional compensation if the damage caused to Fill, as a result of such breach, exceeds this amount.
15.1 For the duration of this Agreement, and after its expiry, the Partner is not entitled to, directly or indirectly, use any information gained from the using Service.
15.2 In connection with the termination or expiration of this Agreement the Partner agrees to return all materials, documentation, and all other property which belong to Fill.
16.1 A Party shall have no liability for its failure to perform certain obligations under this Agreement, if such failure has its basis in circumstances which the Party has no control over and which prevents the fulfillment. As soon as the hindrance has expired the obligation shall be performed in the agreed manner. War, an act of war, action by authority, labour market conflict, and similar circumstances shall be considered as circumstances excusing performance.
16.2 In order to be excused as per the foregoing, the Party must notify the other Party in writing without delay.
17.1 The Parties are aware that the Partner, in connection with this Agreement, will take part in information, data, and know-how that is confidential, of commercial interest to Fill and/or covered by rules on professional secrecy. All such information, data and know-how whether oral, written, or technically stored, is referred to below as “Confidential Information”.
17.2 The Partner undertakes, during the term of this Agreement and without limitation in time thereafter, to treat all Confidential Information strictly confidential and not, either directly or indirectly, to appropriate, disclose, to any outside party or to use Confidential Information for purposes that is hurtful to Fill.
17.3 Confidential Information includes, but is not limited to, information relating to Fills or related companies’ technical information, methods, processes, know-how, inventions, patterns, programs, techniques, database systems, formulas and ideas, financial information, pricing, lists of customers and/or Partners, information in agreements with customers, clients, and Partners as well as their current and future business needs, information in agreements with employees and their terms of employment, information designated as confidential and other non-public information regarding Fill’s or related companies’ operations and business relationships, strategies, marketing, development, finance, business, transactions, agreements and trade secrets.
17.4 The obligation of confidentiality, which is also applied retroactively to Confidential Information obtained before the signing of this Agreement, shall not apply if disclosure of the Confidential Information is required by applicable law or if the Parties have agreed in writing that the Confidential Information may be disclosed or if the Confidential Information is generally known and has come to the public’s knowledge otherwise than through a breach of the obligations stipulated in this section 15.
The Agreement shall be construed in accordance with, and governed by, the laws of Sweden as applied between Swedish legal entities.
Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute, and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden and the language to be used in the arbitral proceedings shall be Swedish.
The parties agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the prior consent of the other party, unless and to the extent it is necessary for a party in order to secure its interest against the other party in connection with a dispute or if required by law.
If you have any questions, complaints, or claims regarding this Agreement, please contact hello@askfill.com.
