Fill Technology AB — The AI procurement system for your consultant workforce
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 this User Access Agreement, including any amendments made to it in accordance with Section 10.
"Authorized User" “Authorized User” shall mean a person with login credentials, distributed by Fill.
"Service Fee" shall mean the fee stated in a Request, payable by the Customer, the Partner, or both, when a Purchase Agreement is entered into following that Request. The Service Fee is set in Fill’s commercial agreement with the relevant Customer.
"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.fill.work, 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.
"Submitted Data" shall mean the data, documents and information that the Partner or its Authorized Users upload to or enter into the Platform, including Proposals and information about candidates and sub-contractors.
"Usage Data" shall mean technical and operational data generated by the use of the Platform, such as logs, metrics and system events.
"Derived Data" shall mean aggregated and/or de-identified data generated by Fill from Submitted Data and Usage Data, which does not identify the Partner, any Customer, or any individual.
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 on Fill’s Platform, Fill provides the Partner with a user account. Access is protected by a password, which the Partner is responsible for administering and for keeping confidential.
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 shall not disclose Customer information to third parties without Fill’s explicit consent. This does not prevent the Partner from sharing such information with its own employees, subcontractors and advisers to the extent necessary to prepare a Proposal or perform the assignment, provided that they are bound by equivalent confidentiality obligations.
5.5 The Partner shall offer the Customer its best possible terms via the Platform. This means that the Partner shall not offer or agree terms with the Customer outside the Platform, for the same candidate or the same scope of work, that are more advantageous than those set out in the corresponding Proposal. Nor shall an assignment that originated in a Request via the Platform be moved outside the Platform on other terms in order to avoid the Service Fee. This Section does not otherwise govern the Partner’s pricing and does not require the Partner to match rates agreed under separately procured framework agreements.
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 grants Fill a non-exclusive, worldwide, royalty-free right to host, store, reproduce, process, transmit and otherwise use Submitted Data as necessary to provide, secure and support the Platform and the Services. Fill may analyse Submitted Data in order to (i) operate the Platform, (ii) improve and develop the Platform and the Services, including matching, reporting, automation, quality assurance, fraud prevention, security and support, and (iii) generate Derived Data. Where Fill uses data beyond what is required to deliver the Platform to the Partner and the relevant Customer, Fill will use aggregated and/or de-identified data and will not attempt to re-identify it. The Partner retains all rights in Submitted Data. Fill retains all rights in Usage Data and in Derived Data. Fill will not sell Partner-identifiable Submitted Data, and will not disclose it to any third party except (i) to vetted subprocessors and contractors engaged to provide the Platform, (ii) where required by law, or (iii) on the Partner’s written instructions.
5.10 Where Submitted Data includes personal data, each Party shall comply with applicable data protection law. The Partner is responsible for having a lawful basis for uploading personal data to the Platform and for informing the individuals concerned. Fill processes such personal data on the Partner’s behalf for the purposes set out in Section 5.9, and the Parties shall enter into a separate data processing agreement where required.
5.11 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. Fill may offer an Authorized User optional additional features or services within the Platform which may be subject to fees.
6.2 Where a submitted Proposal results in a Purchase Agreement, Fill has the right to collect a Service Fee from the Customer, the Partner, or both. The Service Fee is set in Fill’s commercial agreement with the relevant Customer. The applicable Service Fee, and whether it is payable by the Customer, the Partner or both, is stated in each Request. The Partner is bound only by a Service Fee that was stated in the Request before the Partner submitted its Proposal.
6.3 Fill is entitled to a Service 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 the Purchase Agreement is signed outside the Platform between the Customer and the Partner. Conversely, no Service Fee arises in respect of business where the Customer has not sent a Request via the Platform. Where the Partner has an existing framework agreement with the Customer that was procured independently of Fill, the treatment of call-offs and contracts made under that framework agreement shall be agreed separately in writing between the Partner, Fill and the Customer. The Partner should raise any such framework agreement with Fill before submitting a Proposal.
6.4 Fill’s right to a Service Fee for signed Purchase Agreements survives the termination of this Agreement. The right to a Service Fee remains if the contract period in the Purchase Agreement is extended. If the Partner circumvents Fill’s Service Fee rights in violation of this Section 6, Fill shall be entitled to liquidated damages equal to 200% of the unpaid Service Fee, without prejudice to Fill’s right to claim further damages.
6.5 If a Customer terminates its contract with Fill, Fill’s right to collect a Service Fee from the Partner survives in respect of Purchase Agreements entered into before that termination, and continues until the end of the term of each such Purchase Agreement.
6.6 If within twelve (12) months after the last day of the most recent Purchase Agreement the Customer procures or receives services from the Partner — whether directly, indirectly, through an affiliate, or via any intermediary — that result in a new Purchase Agreement or equivalent commercial arrangement, Fill shall remain entitled to the same Service Fee terms as applied under the initial Purchase Agreement. This applies regardless of whether the new agreement is signed through the Platform, outside the Platform, or under a different legal entity name. The twelve (12) month period runs from the last day of the most recent Purchase Agreement, and accordingly continues to run for as long as the Partner has consecutive Purchase Agreements with that Customer. The framework agreement provision in Section 6.3 applies equally to this Section 6.6.
7.1 The Partner shall invoice the Customer for the full amount stated in the applicable Purchase Agreement, using the invoicing details stated in that Purchase Agreement.
7.2 Fill shall invoice the Partner separately for the applicable Service Fee as stated in the relevant Request. Payment terms for the Service Fee are net thirty (30) days unless otherwise agreed in writing.
7.3 If the Customer or the Partner fail 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.
7.4 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.
8.1 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.
9.1 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.
9.2 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, (ii) are of minor consequence to the Partner, or (iii) are required due to changes in third party applications which affect Fill.
10.1 Fill may modify this Agreement by updating it, and shall notify the Partner of any changes. Material changes take effect no earlier than thirty (30) days after such notice, and the Partner may terminate this Agreement before they take effect if it does not accept them. Continued use of the Platform after that date constitutes acceptance of the updated Agreement.
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 All obligations under this Agreement that by their nature are intended to continue after termination shall survive its expiration or termination. This includes Fill’s right to a Service Fee, which survives as set out in Sections 6.4, 6.5 and 6.6.
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 of liability for direct loss and damage set out in Section 13.2 shall not apply to claims arising from gross negligence or wilful misconduct, nor to liquidated damages payable under Sections 6.4 and 14.1.
14.1 Should the Partner breach any of the provisions in Section 15 (Intellectual property rights) or Section 17 (Confidentiality), Fill shall be entitled to liquidated damages amounting to SEK 100,000 for each individual breach. Liquidated damages under this Section are separate from, and not subject to, the limitation of liability in Section 13.2. 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 All intellectual property rights in the Platform, the Services, and any materials, documentation, methods and non-public information made available by Fill remain the property of Fill. For the duration of this Agreement and after its expiry, the Partner shall not, directly or indirectly, use Fill’s intellectual property or non-public information about the Platform for any purpose other than participating in the Platform in accordance with this Agreement. For the avoidance of doubt, nothing in this Section prevents the Partner from using information contained in a Request, a Proposal or a Purchase Agreement in order to prepare a Proposal, perform the assignment, or fulfil its obligations to the Customer.
15.2 On termination or expiration of this Agreement, the Partner shall cease using and, on request, return or delete all materials, documentation and other property belonging 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 each Party, in connection with this Agreement, will take part in information, data, and know-how that is confidential, of commercial interest to the other Party 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 Each Party 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 it, disclose it to any outside party, or use it for purposes that are harmful to the other Party.
17.3 Confidential Information includes, but is not limited to, information relating to a Party’s or its 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 that Party’s or its 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, 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 17.
18.1 The Agreement shall be construed in accordance with, and governed by, the laws of Sweden as applied between Swedish legal entities.
18.2 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”).
18.3 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.
18.4 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@fill.work