General Termsand Conditions
Please find below Klar Reward Agency General Terms and Conditions, including our private data policy (GDPR).
Last updated: December 7, 2022.
Klar Reward Agency
incl. Data Privacy
1.1 These General Terms and Conditions set out the terms and conditions that govern any business relation between a customer and Klar Reward Agency as the service provider, when a customer acquires services from Klar Reward Agency.
1.2 ”Terms and Conditions” means the terms and conditions as set out in this document, which is published in its entirety on www.klarreward.com as amended from time to time.
1.3 For the purpose of these Terms and Conditions, the terms “service provider”, “our”, “we” or “us” refer to Klar Reward Agency. “You”, “Your” or “Customer” refers to the company you work for and you acting on behalf of the company you work for.
1.4 “Services” means for the purpose of these terms and conditions professional services, analysis, surveys and benchmarking of employee data provided to service provider by customer.
1.5 “Product” means for the purpose of these terms and conditions, the statistical output presented in a report or any other media, generated by analysis, survey or benchmarking of employee data provided to service provider by customer.
1.6 “GDPR” means the General Data Protection Regulation, Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016.
2.1 Application and Binding Nature of Terms and Conditions.
2.1.1 Please read these Terms and Conditions carefully as they govern the business relationship between the customer and the service provider in all instances and will be enforced with the same effect as a legally binding contract between the parties.
2.1.2 By confirming an offer for services to be provided by the service provider in an order confirmation, you declare to have read and understood the Terms and Conditions and agree to their formally binding nature in your business relation with Klar Reward Agency.
2.2 Modifications to Terms and Conditions.
2.2.1 We reserve the right to modify these Terms and Conditions. You will not be informed directly of any such modifications of these Terms and Conditions. You should therefore always refer to this document or www.klarreward.com for the current Terms and Conditions.
2.3 Intellectual Property Rights.
2.3.1 The content of the website, www.klarreward.com, and any material or other output which is generated from us when providing our services to you, including any exhaust data, remains the property of Klar Reward Agency.
2.3.2 All trademarks, service marks, trade names, logos and all other content displayed on the website and as part of the products provided to you by us, are protected by applicable legislation regarding intellectual property rights, including trademark laws and copyright laws.
2.3.3 The customer agrees to let raw data, which are provided to Klar Reward Agency for the purpose of enabling Klar Reward Agency to provide its services to the customer, to be a part of the underlying data pool stored in an IT system, from which Klar Reward Agency produces statistical output used to provide services and products to its customers.
2.3.4 The customer agrees to let Klar Reward Agency reference the customer by name and publish the name of the customer on the website: www.klarreward.com.
2.3.5 Nothing in these Terms and Conditions shall be interpreted as a transfer of right, including any intellectual property rights, from Klar Reward Agency to you.
2.3.6 The customer is not permitted to distribute any of the materials provided by Klar Reward Agency either in part or in whole (e.g. for renting, copying or disclosure) to any third party, irrespective of the means and purpose, including for the purpose of storage in an internal IT system, without the prior written approval of Klar Reward Agency. The customer’s use of any materials, services or products provided by Klar Reward Agency is exclusively intended for the customer’s internal use and must not be used by customer as part of providing i.e. professional services to the customer’s own clients.
2.4 Payment Terms.
2.4.1 The Product passes to the customer only on payment of the agreed price as set out in the order confirmation between the parties.
2.4.2 Unless otherwise specified in the agreement, payment is made on delivery of the Product.
2.4.3 Prices are stated in Danish kroner (DKK) excluding VAT.
2.4.4 The customer shall pay any invoice no later than by the due date stated in the invoice, which pertains to the specified services or products provided to the customer by Klar Reward Agency.
2.4.5 Reminders are issued on overdue payment, and in case of continued non-payment, the claim may be handed over to a debt collection company for recovery of owed fees.
2.5.1 Klar Reward Agency will treat all data, including personal data, as confidential in all aspects of providing Services to the customer.
2.5.2 We will not disclose or otherwise make available any raw data, whether in whole or in part, to any third party other than authorized personnel employed with us.
2.5.3 Mandatory disclosure.
22.214.171.124 This section 2.5 of the Terms and Conditions does not prevent us from disclosing any confidential information as part of a mandatory disclosure to fulfil our obligations to supply information for the purpose of complying with any law or court order.
126.96.36.199 The confidentiality obligation set out in section 2.5 will not apply to any confidential information that:
(a) is independently developed by Klar Reward Agency without reference to confidential information provided by you,
(b) is generally available to the public,
(c) you have otherwise agreed to free of confidentiality restrictions in writing.
2.6 Limitation of Liability.
2.6.1 Klar Reward Agency disclaims any and all liability for direct, indirect, incidental, consequential, punitive, and special or other damages, lost opportunities, lost profit or any other loss or damage of any kind (whether incurred by the customer or a third party) relating to any use, including distribution, of the Product.
2.6.2 All parts of the Product are provided “as-is” and Klar Reward Agency does not provide any guarantees with respect to the completeness or correctness of any raw data used to provide the Services to the customer.
2.6.3 Klar Reward Agency accepts no financial liability for the customer’s direct or indirect damages or losses, if any, including the loss of profit on the part of the customer, damages or losses on the part of the customer’s joint contractors, if any, as a result of statistical errors or errors due to processing of the statistics or as a result of delayed delivery of the Product.
2.6.4 In no event shall the total aggregate liability of Klar Reward Agency to the customer for damages of any nature that may arise out of or in connection with these Terms and Conditions, including Schedule A, exceed DKK 10.000.
Subject to any applicable law, the customer agrees to indemnify, defend and hold Klar Reward Agency harmless from and against all claims, losses, liabilities and expenses arising from the customer’s violation of any term of these Terms and Conditions; or the customer’s infringement of any third party’s right, including any patent claim, copyright, trademark, trade secret right, other property right as stated by regulatory instrument or by agreement with a third party; or the customer’s infringement of data protection laws, including the GDPR.
2.8.1 Each party may terminate the order confirmation if the other party fails to comply with or neglects its obligations as set out under these Terms and Conditions, and fails to remedy the situation within 30 days of the other party’s written request, which includes by way of payment reminder.
2.8.2 Termination of one order confirmation for material default will not entitle the customer to terminate any other order confirmation, which is not subject to material default.
2.8.3 All provisions of these Terms and Conditions, which by their nature shall survive termination, including but not limited to ownership provisions, disclaimers, indemnity and limitation of liability shall remain enforceable upon termination.
2.9 Governing Law and Venue.
2.9.1 These Terms and Conditions shall be governed by and interpreted in accordance with the laws of Denmark.
2.9.2 Any dispute arising out of or in relation to these Terms and Conditions shall be decided by the Danish Courts in Lyngby, Denmark, provided that the dispute cannot be solved amicably.
3.1 Insofar as we are processing personal data on your behalf and under your instruction as part of providing services to you, we shall be considered data processor in accordance with the definition set out in Article 4(8) of the GDPR.
3.1.1 When we are providing services to you by which we process personal data, we must comply with the requirements set out in Article 28 of the GDPR in our capacity as data processor. These requirements are set out as part of these Terms and Conditions in Schedule A (Data Processing Terms).
3.2 Insofar as we are processing personal data for our own purpose and using means independently determined by us, we are a data controller. This is the case for the categories of data subjects and types of personal data which are listed in Attachment 1 to Schedule A (Data Processing Terms), when the personal data is processed for the purpose of using and storing the personal data in an IT system owned by Klar Reward Agency, to be used for analysis, surveys and benchmarking of salary data across markets and industries.
3.2.1 Personal data processed in an IT system owned by Klar Reward Agency will be stored for a period of up to three (3) years for the purpose of data analysis and data validation of current and future surveys/analysis/benchmarks, after which the data is deleted from the IT system.
3.2.2 Notice to data subjects.
188.8.131.52 The obligation on us as data controller to provide notification to data subjects, as set out in Article 14 of the GDPR, is allocated to the customer to ensure that data subjects, being company employees are duly informed that their information will be used for statistical purposes by Klar Reward Agency as part of providing services to the customer. As such we rely on the customer’s notice and it is therefore the responsibility of the customer to ensure that data subjects are notified in accordance with Article 14 of the GDPR.
3.2.3 Use of personal data in an IT system.
184.108.40.206 By agreeing to these Terms and Conditions, you allow Klar Reward Agency to use and store the raw data provided by you in an IT system hosted on a local server on the premises of where Klar Reward Agency conducts its business.
These data processing terms (the “Terms”) apply insofar as Klar Reward Agency (the “Data Processor”) provides services to the customer whereby Klar Reward Agency processes personal data on behalf of the customer (the “Data Controller”).
These Terms enter into effect from the date of which the Terms and Conditions are agreed between the parties, which is the date of when the customer confirms an offer for services in a final order confirmation issued to the customer by Klar Reward Agency.
1 The scope of the Terms
1.1 The Data Processor will during the term of the business relation between the Data Processor and Data Controller, be processing personal data on behalf of the Data Controller for the purposes set out in Attachment 1 (Purpose, types of personal data and data subjects).
1.2 The Data Processor will be processing the types of personal data set out in Attachment 1 (Purpose, types of personal data and data subjects). The categories of data subjects which the personal data regards are also set out in Attachment 1 (Purpose, types of personal data and data subjects).
1.3 Any terms used in these Data Processing Terms shall be interpreted to have the meaning ascribed to them in the General Data Protection Regulation (GDPR) 2016/679 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 any Member State law adopted to implement the GDPR (hereinafter altogether (referred to as the “Data Protection Legislation”).
2 Instructions and Security
2.1 The Data Processor shall only process personal data on behalf of the Data Controller and only on documented instruction from the Data Controller, unless the Data Processor is required to process the personal data to comply with European Union or Member State law to which the Data Processor is subject. In that case, the Data Processor shall inform the Data Controller of such a requirement before the Data Controller processes the data.
2.2 The Data Processor shall implement appropriate technical and organizational security measures to protect data against accidental or unlawful destruction, loss or alteration and against unauthorized disclosure, abuse or other processing in violation of the provisions laid down in the Data Protection Legislation. At the Data Controller’s request, the Data Processor shall provide the information and documentation needed for the Data Controller to demonstrate compliance with the security provisions in the Data Protection Legislation.
2.3 Upon the Data Controller’s written request, the Data Processor shall permit the Data Controller or any third party appointed by the Data Controller (subject to reasonable and appropriate confidentiality undertakings), to audit the Data Processor’s data processing activities and comply with all reasonable and commercially viable requests or directions by the Data Controller to enable the Data Controller to verify and/or procure that the Data Processor and/or sub-processors are in compliance with their obligations under these Terms and the Data Protection Legislation. The Data Processor shall be entitled to charge the Data Controller a reasonable fee for its assistance in relation to the conduct of any audits.
2.4 The Data Processor must upon the request of any public authority, grant the authority access to perform an audit or other investigation of the processing of personal data conducted by the Data Processor. The Data Processor shall accommodate any request made by the public authority for copies of the auditing reports performed in accordance with Clause 2.3. The Data Processor shall without undue delay inform the Data Controller in writing upon receiving such request, unless this is expressly prohibited by the public authority.
2.5 The Data Processor will ensure that the employees processing personal data on its behalf have committed themselves to the obligation of confidentiality regarding any personal data processed under these Terms. The obligation of confidentiality will continue after the termination of the business relation between the Data Processor and Data Controller.
2.6 The Data Processor shall immediately inform the Data Controller if, in its opinion, an instruction infringes the Data Protection Legislation.
2.7 The Data Processor shall without undue delay notify the Data Controller of a data subject’s request to exercise his/her rights under the Data Protection Legislation, forward the request to the Data Controller and provide cooperation and assistance in relation to the Data Controller’s obligation to respond to said request.
2.8 The Data Processor shall provide all information necessary and assist, insofar possible, the Data Controller in ensuring compliance with all applicable provisions under the Data Protection Legislation, including but not limited to information needed for the Data Controller to conduct a data protection impact assessment and assist the Data Controller with respect to prior consultations with data protection authorities as required by the Data Controller.
3.1 The Data Processor may sub-contract its processing operations performed on behalf of the Data Controller to a sub-processor upon thirty (30) days’ written notice to the Data Controller. The Data Controller shall be entitled to object to the Data Processors use of a sub-processor.
3.2 Where the Data Processor sub-contracts its obligations, as described in Clause 3.1 above, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the Data Processor under these Terms.
3.3 At the time of entering into these Terms, the Data Processor may use the sub-processors as notified to the Data Controller from time to time.
4 Data Breach Notification
4.1 The Data Processor shall without undue delay notify the Data Controller in case of any identified or potential breach of personal data processed under these Terms.
5.1 Notwithstanding both Parties’ termination rights under section 2.8 of the General Terms and Conditions, the provisions under these Terms shall remain in force as long as the Data Processor processes personal data of the Data Controller.
5.2 Upon termination of the Agreement, the Data Processor will at the choice of the Data Controller, delete or return all the personal data to the Data Controller, and delete existing copies unless Union or Member State law requires storage of the personal data.
6.1 If any of the provisions of the Terms conflict with the provisions of any other written or oral agreement concluded between the Parties, then the provisions of the Terms shall prevail.
7 Choice of law and venue
7.1 Any dispute or claim arising out of or in connection with these Terms shall be settled at the Courts of Denmark and be governed by the laws of Denmark.
1: Purpose, types of personal data and data subjects
1.1 The Data Processor will be processing personal data on behalf of the Data Controller for the following purposes:
– The Data Processor will be processing personal data on behalf of the Data Controller for the purpose of providing the services as described in section 1.4 of the General Terms and Conditions.
1.2 The Data Processor will be processing the following types of personal data:
– Employee ID number
– Company job title (internal)
– Job code
– Birth year
– Postal code of employee’s place of work
– Geographical area of responsibility
– Weekly working hours
– Base Salary
– Short term incentives
– Company car
– Long term incentives
– Enrolment in warranty program
– Educational background
– Year of graduation
– Industry experience
– Overtime payment
– Health insurance
– Employee benefits
– Contact details of the employee(s) who communicates with the Data Processor
1.3 The Data Processor will be processing personal data regarding the following categories of data subjects:
– Employees of the customer