Terms & Conditions

These Terms & Conditions, together with the applicable subscription plan and any applicable order form or other written agreement, constitute the agreement between Talentium AB and the Customer governing Talentium’s provision of the Services to the Customer. Talentium’s Data Processing Agreement, available at https://talentium.io/legal/data-processing-agreement, is incorporated into the Agreement by reference and prevails in respect of the processing of personal data. An applicable order form or other written agreement prevails over these Terms & Conditions solely to the extent of a conflict.

1. Definitions

Unless the context or circumstances clearly indicate otherwise, the following words and phrases shall have the meanings specified below:

"Access Point" – means the point or points where Talentium connects the Services to the internet unless the Parties have agreed otherwise.

"Agreement" – means these Terms & Conditions together with the applicable subscription plan, any applicable order form, or other written agreement, and Talentium’s Data Processing Agreement, available at https://talentium.io/legal/data-processing-agreement and incorporated into the Agreement by reference.

"Customer" – means the business customer accepting these Terms & Conditions or as identified in an order form.

"Customer’s Data" – means data or other information, excluding personal data, that the Customer or a User, or another party on the Customer’s or a User’s behalf, includes in the Services or otherwise puts at Talentium’s disposal.

"Disclosing Party" – has the meaning set forth in Clause 13.1.

"Effective Date" – means the date on which the Customer accepts these Terms & Conditions or enters into an applicable order acknowledgement, proposal or other written agreement, as applicable. For Customers using Trial Services, the Effective Date means the date on which the trial period starts.

"Free Plan" – means the free-of-charge subscription plan referred to in Clause 3.1, under which the Customer is granted access to limited functionality as made available by Talentium from time to time, subject to Clause 3.

"GDPR" – means, as applicable, (i) the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation); and (ii) the UK General Data Protection Regulation as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, together with the UK Data Protection Act 2018, in each case as amended, replaced or superseded from time to time.

"Talentium" – means Talentium AB.

"Trial Services" – means a trial of the Services made available under Section 3.

"Party" or "Parties" – means Talentium and/or the Customer, as applicable.

"Receiving Party" – has the meaning set forth in Clause 13.1.

"SCC" – means the Arbitration Institute of the Stockholm Chamber of Commerce.

"Services" – means the services ordered by the Customer and provided by Talentium under the applicable subscription plan and any applicable order form or other written agreement.

"Platform" – means Talentium’s hiring platform for business customers using AI in order to reduce the amount of time recruiters and hiring managers spend on sourcing talent.

"Third Party Software" – means a software owned by a third party and licensed to Talentium, which is used in or for the Services. The Customer is entitled to use the Third Party Software in accordance with this Agreement and other supplementary terms and conditions communicated by Talentium, if any.

"User" – means the Customer’s personnel, consultants or other parties or individuals who are authorised by the Customer to use the Services.

2. Background and Provision of the Services

2.1. Talentium offers a number of different subscription plans to the Platform, which may include different services, features, subscription terms, billing cycles, renewal mechanics, payment methods and numbers of User licences. The scope of the Services and contracted number of User licences included in the Customer’s selected subscription plan is stated in the Order Form, order acknowledgment, or, for self-service, via Talentium’s website.

2.2. The Customer may subscribe to the Services, purchase additional User licences or request changes to its subscription plan or number of User licences either:

a. via Talentium’s website (self-service), where the subscription plans, features, subscription terms, billing cycles, renewal mechanics and payment methods then made available by Talentium for self-service purchase apply; or

b. via order form or other written agreement (sales-assisted), in which case the subscription plans, features, subscription terms, billing cycles, renewal mechanics and payment methods set out therein apply.

2.3. Certain subscription plans, features, subscription terms, billing cycles, renewal mechanics and payment methods may only be available on a self-service basis or on a sales-assisted basis, as specified on Talentium’s website or in the applicable order form or other written agreement. When applicable, Talentium may provide the Customer with an order acknowledgement confirming the Customer’s subscription or change request.

2.4. Talentium shall provide the Services to the Customer from the Effective Date in accordance with the applicable subscription plan, subscription term, billing cycle and any applicable order form or other written agreement, in each case together with the terms and conditions set out in this Agreement and at the Access Point.

2.5. For the avoidance of doubt, this Agreement does not apply to consumers and the Platform may only be used for professional business purposes.

2.6. Subject to the subscription options then available, the Customer may purchase additional User licences or change its subscription plan. Upgrades and additional licences may take effect immediately and be prorated. Downgrades and reductions in licences take effect at the end of the current billing cycle or subscription term, unless otherwise agreed. A change of purchase channel may require a new order acknowledgement, proposal or other written agreement.

2.7. Talentium may engage sub-contractors for performance of the Services and other obligations under the Agreement. Except as provided in Clauses 10.1.4 and 14.3, Talentium has the same responsibility for work performed by sub-contractors as for its own work.

3. Trial Services and Free Plan

3.1. Talentium may offer Trial Services and/or a Free Plan at its discretion. Trial Services are available only to Customers that are not existing or former customers of Talentium, and the Customer must provide valid payment details when registering for Trial Services. The Free Plan is a free-of-charge subscription plan that the Customer may register for on multiple occasions and use for an unlimited period. Unlike Trial Services, access under the Free Plan is limited to such functionality as Talentium makes available from time to time, and Talentium may at any time change the scope of, or withdraw, the Free Plan or any functionality offered under it.

3.2. Trial Services and the Free Plan are provided "as is" and "as available". Talentium may suspend or end Trial Services or the Free Plan at any time. To the maximum extent permitted by law, Talentium disclaims all liability in connection with Trial Services and the Free Plan, including for Customer's Data; Customer Data, configurations and other information associated with Trial Services or the Free Plan may be lost or deleted.

3.3. The Customer may cancel Trial Services before expiry of the trial period without charge. If the Customer does not cancel before expiry, the Customer's selected paid subscription plan begins when the trial period ends and recurring charges commence in accordance with Clause 8. The Customer may cancel or delete its Free Plan at any time without charge.

4. The Customer’s Obligations

In order to enable Talentium to perform its obligations under the Agreement, the Customer is responsible for the following:

4.1. The connection and communication between the Customer and the Access Point. The Customer is also responsible for ensuring that it has the equipment, software and technical prerequisites required for the use of the Services.

4.2. The Customer’s Data, including backup of Customer’s Data, unless otherwise follows from the Agreement.

4.3. The Customer shall ensure that log-in information, security methods and other information provided by Talentium for access to the Services are handled confidentially in accordance with Clause 13 (Confidentiality). The Customer shall notify Talentium immediately in the event of any unauthorised access to information in accordance with this clause. The Customer acknowledges that this obligation includes ensuring that its authorised Users do not share log-in information with each other or any third party.

4.4. The Customer shall notify Talentium immediately upon discovery of any infringements or attempted infringements that might affect the Services.

4.5. The Customer shall ensure that all Users follow all applicable laws, guidelines and recommendations when using the Services.

5. The Customer’s Use of the Services

5.1. Subject to the Customer’s fulfilment of the terms of the Agreement, Talentium grants the Customer a non-exclusive, non-transferable and revocable licence to use the Services for the Customer’s own internal business purposes, and, for such purposes, a licence to grant the purchased number of Users a right to access and use the Services, all during the term of the Agreement and in accordance with the terms and conditions set forth herein.

5.2. The Customer may not: i) copy or transfer any software, content or source code that is included in the Services without written permission from Talentium; ii) let anyone other than the Users nominated in accordance with Clause 5.3 use the Services; and/or iii) use the Services in any way that causes, or may cause, damage to the Services or Talentium, impairment of the availability or accessibility of the Services, or in any way which is unlawful, illegal, fraudulent or harmful.

5.3. The Customer or the Customer’s contact person as set out in Clause 9 shall specify each User that is authorised to use the Services by inviting them to the Services. If a person is no longer authorised to use the Services, the Customer shall immediately remove their access by terminating the User’s licence or transferring the licence to a new User. For the avoidance of doubt, a transfer of a licence to a new User means that a new User account is created. The Customer shall ensure that the total number of Users authorised to use the Services never exceeds the purchased number of licences.

5.4. The Customer is responsible for all Users’ use of the Services and shall ensure that the Users comply with the terms and conditions of the Agreement when using the Services.

5.5. The Customer is required to follow any information in writing provided by Talentium from time to time for the use of the Services. Such information may include documents from Third Party Software providers, such as acceptable use policies or similar.

5.6. Customer agrees that Talentium may reference Customer as a Talentium customer by using Customer’s name and logo on Talentium’s website, in sales presentations, and in marketing materials or press releases without prior approval, including during any trial periods or testing phases, and upon any login to the system.

5.7. The Customer is responsible for ensuring control over Customer’s Data handled in the Services and for ensuring that the Customer can prevent the data from spreading in accordance with applicable legislation.

6. Limitation of Access to the Services

6.1. Talentium has an unrestricted right to temporarily or permanently restrict continued access to the Services by the Customer or a User, or give notice to terminate the Agreement or a User account with immediate effect, if the Customer or a User:

a) within the Services processes information in a way that entails infringement of another party’s copyright or other rights that conflict with applicable legislation or otherwise is found to be illegal, unethical or immoral, or

b) without authorisation attempts to destroy, distort, or obtain access to information within the Services.

6.2. If Talentium exercises this right, Talentium shall notify the Customer unless prohibited by law, court order or administrative decision by a competent authority. Furthermore, Talentium has a right to compensation for loss or damage, including compensation for loss of goodwill, caused by the Customer’s or User’s action according to points a)-b) above.

6.3. Talentium may carry out measures that affect the availability of the Services if required for technical, maintenance, operational or safety reasons. Talentium shall perform such measures promptly and in a manner that limits the disruption. Talentium undertakes to notify the Customer within a reasonable time before such measures and, if possible, carry out such measures outside normal office hours. For the avoidance of doubt, normal office hours refer to CET/CEST 08.00-17.00 on business days applicable to Talentium.

7. Term and Termination

7.1. The Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement.

7.2. A "Monthly Subscription" is a subscription expressly stated to be monthly or billed on a monthly recurring basis. A "Fixed-Term Subscription" is a subscription for an agreed fixed term, including an annual subscription or a subscription for a fixed number of months, unless expressly stated otherwise.

7.3. A Monthly Subscription renews for successive billing cycles and may be cancelled at any time, without notice, with effect at the end of the current billing cycle.

7.4. A Fixed-Term Subscription continues for the agreed term and may not be terminated for convenience before expiry. It renews for successive equivalent terms unless either Party gives at least thirty (30) days’ notice before the end of the then-current term that it does not wish to renew.

7.5. The Customer may cancel a self-service subscription through the applicable account portal, where available. Cancellation of a sales-assisted subscription must be made in writing in accordance with Clause 18.

7.6. Talentium may terminate the Agreement with immediate effect if the Customer materially breaches the Agreement. This right is without prejudice to Talentium’s rights under Clause 6.

7.7. Confidentiality obligations under Clause 13 survive termination of the Agreement.

7.8. If the Customer terminates the Agreement as a result of a material change under Clause 19.2, Talentium shall refund prepaid fees only to the extent required by applicable law.

8. Fees and Payment Terms

8.1. Fees are those set out in Talentium’s price list then in force or in an applicable order acknowledgement, proposal or other written agreement, and are exclusive of VAT and any other applicable taxes, levies or duties.

8.2. Talentium may increase fees annually by giving the Customer at least ninety (90) days’ notice. Unless the applicable order form or other written agreement states otherwise, an increase takes effect at the next billing cycle for a Monthly Subscription and at the next renewal term for a Fixed-Term Subscription.

8.3. Fees are payable in advance. For self-service subscriptions, the Customer authorises recurring electronic charges using the payment method provided. For sales-assisted subscriptions, payment shall be made by invoice or another agreed method; invoices are payable within thirty (30) days of the invoice date unless otherwise agreed in writing.

8.4. The Customer shall keep its billing, contact and VAT information complete and current. Requests for retroactive adjustments to an invoice due to incorrect VAT information must be made within thirty (30) days of the invoice date.

8.5. Overdue amounts accrue statutory default interest from the due date until payment in full.

8.6. Following notice to the Customer, Talentium may suspend the Services if card charges remain unpaid for more than ten (10) days or invoice charges remain unpaid for more than thirty (30) days.

9. Contact Persons

The Customer shall designate a contact person who shall be responsible for the cooperation in regard to the Agreement. The Customer shall notify Talentium of the designated contact person. If the Customer does not notify Talentium, the person entering into this Agreement on behalf of the Customer will be considered the contact person.

10. Intellectual Property Rights

Talentium and/or Talentium’s licensors hold all rights, including intellectual property rights, to the Services and the software it includes. Unless otherwise set forth in this Agreement, nothing in the Agreement or other documentation between the Parties shall be considered to constitute a transfer of intellectual property rights between the Parties.

10.1. Talentium’s Responsibility

10.1.1. Talentium shall ensure that the Customer’s use of the Services does not infringe any copyright, patent or other intellectual property right. Talentium undertakes, at its own expense, to defend the Customer against any claims or actions regarding infringement of a third party’s rights due to the Customer’s use of the Services. Talentium shall also indemnify the Customer for any costs or damages that the Customer may become liable to pay as a result of a final judgment or settlement.

10.1.2. The obligation by Talentium under Clause 10.1.1 only applies if the Customer has notified Talentium in writing of a claim or action within a reasonable time and Talentium has sole control over the defence against such action and the sole right to negotiate any agreement or settlement.

10.1.3. If a third party claims that the Customer’s use of the Services infringes a third party’s rights, Talentium is responsible for ensuring that the necessary rights are obtained, that another non-infringing software is acquired, or, if none of the foregoing is commercially viable for Talentium, that the Agreement is terminated and that any unused part of prepaid licence fees are refunded to the Customer.

10.1.4. Notwithstanding the above, with respect to infringement claims related to Third Party Software, Talentium´s liability and obligations are instead limited to taking the actions set out in Clause 14.3.

10.1.5. Unless otherwise stated in this Clause 10.1, Talentium has no liability to the Customer for infringements of a third party’s intellectual property rights.

10.2. The Customer’s Responsibility

10.2.1. It is the Customer’s responsibility to obtain the necessary rights to use Customer’s Data within the scope of the Services. The Customer undertakes to defend, at its own expense, Talentium against any claims or actions regarding infringement of a third party’s copyright, patent or other intellectual property rights due to use of Customer’s Data within the scope of the Services. The Customer furthermore undertakes to indemnify Talentium against any costs or damages that Talentium may become liable to pay as a result of a judgment or settlement.

10.2.2. The obligation by the Customer only applies if Talentium has notified the Customer in writing of a claim or action within a reasonable time and the Customer has sole control over the defence against such action and the sole right to negotiate any agreement or settlement.

10.2.3. Unless otherwise stated in this Clause 10.2, the Customer is not liable towards Talentium for infringements of a third party’s intellectual property rights.

11. Customer’s Data

11.1. In the relationship between the Customer and Talentium, the Customer is the holder of all rights pertaining to Customer’s Data. Unless otherwise agreed in writing, work in connection with transferring Customer’s Data to the Customer during the term of the Agreement is an additional service.

11.2. Talentium does not assume any liability for Customer’s Data.

11.3. The Customer is solely responsible for Customer’s Data. The Customer is liable for ensuring that Customer’s Data complies with all applicable laws, guidelines and recommendations for the Services, and information in writing regarding the use of the Services. The Customer is liable for, and shall indemnify and hold Talentium harmless from and against, all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against, incurred or paid by Talentium as a result of or in connection with any breach by the Customer of its undertakings under this Clause 11.

11.4. Talentium has the right to delete Customer’s Data:

a) In accordance with Clause 17 (Winding up the Services) at termination of the Agreement.

b) After thirty (30) days of giving notice thereof, in the event that Talentium finds, or has reason to believe, that the Customer has handled information in a way that entails breach of copyright, intellectual property rights or is otherwise to be considered unserious or unethical.

c) After thirty (30) days of giving notice thereof, if the Customer, in any other way than as described in b) above, does not comply with applicable Swedish and/or international legislation with regard to the information processed in any way within the Services.

11.5. Talentium has the right to, for technical reasons, transfer information in the Services to another data medium. Recovery of backed-up information may take place at the Customer’s request for a fee according to the price list applicable from time to time or to what has otherwise been agreed between the Parties.

12. Personal Data

12.1. Where Talentium processes personal data on the Customer’s behalf in connection with the Services, the Customer is the data controller and Talentium is solely the data processor. Such processing is governed by Talentium’s Data Processing Agreement, available at https://talentium.io/legal/data-processing-agreement.

12.2. The Customer undertakes not to include and process sensitive personal data within the Services and to use the Service in accordance with applicable data protection legislation, including providing information to candidates.

12.3. Upon expiry of the Agreement, Clause 17.4 applies to personal data where Talentium processes personal data on behalf of the Customer.

12.4. Talentium may act as an independent data controller only in respect of personal data it processes for its own business purposes of entering into, administering and managing the customer relationship and for maintaining its own database. This does not affect Talentium’s role as data processor for personal data processed on the Customer’s behalf in connection with the Services. Further information about Talentium’s processing of personal data in its capacity as independent data controller is provided in Talentium’s applicable privacy notices, located on Talentium’s website.

13. Confidentiality

13.1. Each Party ("Receiving Party") undertakes, without limitation in time, not to disclose confidential information that has been obtained from the other Party ("Disclosing Party") to a third party.

13.2. Talentium undertakes to use confidential information only for the purpose of maintaining the Services. Talentium further undertakes to ensure that personnel and sub-contractors have access to confidential information only to the extent necessary for Talentium to perform its obligations in accordance with the Agreement and applicable legislation.

13.3. Confidential information means every item of information, including Customer’s Data and personal data, technical, commercial or other information, with the exception of:

a) Information which was independently developed by Talentium without reference to Customer’s Data.

b) Information which is publicly known, or which becomes public knowledge in another way than through a breach by the Receiving Party of this confidentiality undertaking;

c) Information which the Receiving Party can show has come to its knowledge in any other way than via the Services;

d) Information which the Receiving Party received or may receive from a third party without being bound by a duty of confidentiality in relation to the third party;

e) Information which the Receiving Party is obliged under mandatory law, court or government order or binding stock exchange regulations to reveal to public authorities.

13.4. In cases as referred to in Clause 13.3 d) above, the Receiving Party does not have the right, however, to disclose to third parties that the same information has also been received from the Disclosing Party. Unless prohibited by law, the Receiving Party shall notify the Disclosing Party of any legally binding requests for disclosure of confidential information held by the Receiving Party.

13.5. The Receiving Party shall ensure that confidentiality, as set forth above, is observed and maintained by entering into confidentiality agreements with employees or taking other appropriate measures. The Receiving Party is also responsible for ensuring that engaged sub-contractors and sub-contractors’ employees that participate in the performance of the Services, or who are otherwise affected by the Services, sign confidentiality obligations on equivalent terms in favour of the Disclosing Party.

14. Liability for the Services

14.1. The Services are provided "as is" and "as available", since the Services are based on AI and include several different AI components, meaning that their function cannot be guaranteed.

14.2. In the event of faults in the Services for which Talentium is responsible, Talentium shall use commercially reasonable efforts to remedy the fault, if possible. For the avoidance of doubt, this does not apply to Free Plan as stated in section 3 above.

14.3. The Customer acknowledges that the Services are based on Third Party Software and that Talentium does not take any responsibility towards the Customer for any infringement, incident or failure due to such Third Party Software components or provision of services to Talentium. To the extent such infringement, incident or failure would occur, Talentium’s obligations are instead limited to reporting the infringement, incident and/or the failure to the Third Party Software provider and implementing any potential solution from the Third Party Software provider. Talentium shall also monitor that the Third Party Software provider fulfils its obligations under the applicable agreement between Talentium and the Third Party Software provider.

14.4. Unless as stated in this Clause 14, Talentium shall not have any other liability for faults or any other non-performance of the Services.

15. Force Majeure

15.1. If Talentium’s performance of its obligations under the Agreement is failed or delayed due to causes beyond Talentium’s reasonable control, including but not limited to war or warlike situations, military mobilisation or military conscription of a similar scope, insurrection and riot, terrorism, sabotage, lightning, strike or other labour disputes, fire, natural disaster, epidemic, pandemic, break-down of datacentres, relevant technical infrastructure or services, cybersecurity attack, public authority order, discontinuation of the supply of energy, or circumstance comparable therewith, changes in or new regulations, governmental actions, and/or faults or delays in services provided by a sub-contractor or a Third Party Software provider due to such circumstances as are stated above, such circumstances shall constitute grounds for release resulting in an extension of the deadline for performance and release from liability to pay damages and other remedies.

15.2. If the performance of the Services in substantial respects is prevented for a period exceeding one (1) month due to a circumstance stated herein, either Party shall have the right to terminate the Agreement in writing, without incurring any liability for compensation. When terminating the Agreement in accordance with this clause, Clause 17 (Winding up the Services) shall apply.

16. Limitation of Liability

16.1. Should a liability to pay damages arise, a Party’s liability for damages is limited, per calendar year, to a total sum equal to fifty percent (50%) of the paid annual fee for the Services in question. A Party is not in any event liable for loss of profit or other indirect damage or loss. Furthermore, a Party is not liable for the other Party’s liability towards a third party, other than as stated in Clause 10 (Intellectual Property Rights) or, as regards the Customer’s liability, under Clause 11.3.

16.2. The limitation of liability in this Clause 16 does not apply in the event of personal injury and liability in accordance with Clauses 10 (Intellectual Property Rights) and 11 (Customer’s Data) or in the event of intent or gross negligence.

16.3. Any claims for damages shall be submitted no later than six (6) months from the time the damage occurred, however never later than three (3) months from the expiration or termination of the Agreement.

17. Winding up the Services

17.1. Upon termination of the Agreement, the Customer is responsible for collecting any Customer Data, as applicable, no later than sixty (60) days from termination of the Agreement.

17.2. As an additional service and to a reasonable extent, Talentium shall assist Customer with the transfer of Customer Data. Such request shall be made within the 60-day period referred to in the previous paragraph.

17.3. After the expiry of the 60-day period referred to in this Clause 17, and unless otherwise required by law, Talentium shall delete Customer’s Data, or otherwise make it inaccessible to the Customer, within a reasonable time but no later than twelve (12) months from expiry of the Agreement.

17.4. After expiry of the Agreement, Talentium shall delete or return personal data where Talentium processes personal data on behalf of the Customer, in accordance with Talentium’s Data Processing Agreement.

17.5. Talentium shall be entitled to reasonable compensation for work or additional costs under this Clause 17 or any required investment in accordance with Talentium’s price list applicable from time to time. The Customer’s obligation to pay for an investment only arises if the Customer requests such an investment.

17.6. Notwithstanding any of the above, Talentium has the right to delete Customer Data in accordance with Clause 11.4.

18. Notices

If not stated otherwise in this Agreement, notices or other communications shall be sent by courier, registered mail, or email to the Party’s contact person at the addresses specified by such Party. Notices are deemed to have been received by the other Party:

a) at the time of delivery, if sent by a courier;

b) five (5) days after dispatch, if sent by registered mail;

c) at the time the electronic message arrived at the recipient’s email address, if sent by email.

19. Changes to this Agreement and the Services

19.1. Talentium reserves the right to change this Agreement and the Services. Talentium may, without prior notification to the Customer, make changes to the content of the Services (including introducing or removing features or functionalities), the method of providing the Services or the Agreement, provided that such change is not of more than minor insignificance to customers in general.

19.2. Other significant changes shall be notified to the Customer via email or in another way which is clear to the Customer before they enter into force. The changes enter into force thirty (30) days after notification. In the event the Customer does not accept changes under this Clause 19.2, the Customer shall terminate the Agreement in writing no less than seven (7) days before the changes enter into force.

20. Severability

If any provision of the Agreement, or the application thereof, is deemed invalid, the Agreement, or the provision as a whole, shall not be rendered invalid. The Parties shall, instead, modify the Agreement or the provision, to the extent possible, in order to give effect to the spirit of this Agreement. If the Parties cannot agree on a modification of the invalid provision, the provision shall be deemed deleted and other provisions of the Agreement shall remain in force.

21. Transfer of the Services and the Agreement

21.1. No Party may assign, pledge, or otherwise encumber this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party. However, Talentium may assign this Agreement to a group company, or in the case of a merger, acquisition, or sale of substantially all the assets of Talentium, without the prior written consent of the Customer.

21.2. Notwithstanding the foregoing, Talentium may assign the right to receive payment under the Agreement without the prior written consent of the Customer.

22. Governing Law and Dispute Resolution

22.1. This Agreement shall be governed by and construed in accordance with Swedish law, without regard to its conflict of laws principles.

22.2. 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").

22.3. 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.

22.4. The language to be used in the arbitration proceedings and all related documentation and correspondence shall be English and the seat of arbitration shall be Stockholm, Sweden.