Terms of Service

GENERAL TERMS AND CONDITIONS#

1. INTRODUCTION#

These general terms and conditions ("Terms") govern the Customer’s access to and use of the Services provided by Odyssey as described in the applicable Statement of Work ("Agreement").

Odyssey and the Customer are collectively referred to as the "Parties" and individually as a "Party".

The Services may include:

• software-based analytics and dashboards ("Platform Services"),
• AI-powered features such as chat or automated insights and recommendations ("AI Services"),
• human-provided analysis, reports, or advisory services ("Consulting Services").

Additional terms governing usage of AI Services and insights are set out in the Schedule 4 - Platform and AI Services User Terms, which form an integral part of this Agreement.

The following documents form an integral part of the Agreement:

• Schedule 1 – Data Processing Agreement
• Schedule 2 – Support Service Levels
• Schedule 3 – System Requirements
• Schedule 4 – Platform and AI Services User Terms

These documents are available via Odyssey’s website or as otherwise provided to the Customer.

In the event of conflict, the following order of precedence shall apply:

1. Statement of Work
2. Data Processing Agreement
3. Platform and AI Services User Terms
4. These Terms
5. Other Schedules

2. DEFINITIONS#

"Agreement" means the Statement of Work together with these Terms and all referenced Schedules.

"AI Output" means responses, summaries, or insights generated through AI Services.

"AI Services" means functionality that uses automated processing, machine learning, or similar technologies to generate outputs, including chat-based interfaces.

"Brand" means a type of product or service provided by a particular legal entity under a specific name.

"Consulting Services" means analysis, reports, or advisory services provided by Odyssey personnel.

"Contact Person" means a person appointed by the Customer to facilitate contact with Odyssey.

"Customer" means the legal entity defined in the Statement of Work.

"Fee" means the fees payable by the Customer for the Services as set out in the Statement of Work and as updated in accordance with these Terms.

"Initial Fee" means any one-off fees specified in the Statement of Work.

"Malicious Code" means code, files, agents, or programs intended to cause damage, including viruses, trojans, or similar harmful components.

"Partner" means a media bureau or similar entity that supplies media-related services to the Customer.

"Platform Services" means Odyssey’s software-as-a-service platform and dashboards.

"Raw Data" means data provided or made available by the Customer or processed through the Services.

"Refined Data" means processed, analyzed, or derived data made available through the Services.

"Report" means any report generated by Odyssey summarizing results of the Services.

"Service Specification" means the specification of the Services as set out in the Statement of Work.

"Services" means the software-as-a-service offerings and related services provided by Odyssey as set out in the Statement of Work.

"Start Date" means the date specified in the Statement of Work.

"Statement of Work" means the applicable Statement of Work governing the Services.

"Third Party" means any entity, organisation, company, brand, user, or subcontractor that is not the Customer or engaged by the Customer in connection with the Services.

"User" means a natural person authorized by the Customer to access and use the Services.

3. PERMISSION TO USE THE SERVICES#

3.1 Odyssey grants the Customer a non-exclusive, non-transferable, limited right to access and use the Services during the term of the Agreement.

3.2 Use is limited to the Customer’s internal business purposes and subject to compliance with this Agreement.

3.3 The number of Users shall not exceed the number agreed in the Statement of Work.

4. ODYSSEY’S OBLIGATIONS#

4.1 Odyssey shall:

• make the Services available in accordance with the Agreement,
• perform Services with reasonable skill and care,
• comply with applicable laws.

4.2 Odyssey may update or modify the Services, provided that functionality is not materially degraded.

4.3 The Customer acknowledges that:

• Services may include automated processing and AI Features,
• outputs may vary over time due to changes in data, models, or methodologies.

5. CUSTOMER’S RESPONSIBILITY, USE AND THE SERVICES FUNCTIONALITY#

5.1 The Customer shall:

• ensure Users comply with this Agreement,
• use the Services in accordance with applicable laws,
• prevent unauthorized access,
• not misuse or attempt to reverse engineer the Services.

5.2 The Customer is solely responsible for:

• evaluating outputs from the Services,
• verifying accuracy and suitability,
• all business decisions made based on the Services.

5.3 The Customer shall ensure that Users do not submit personal data or sensitive information into AI Services unless legally permitted.

6. LIMITED ACCESS TO THE SERVICES#

In the event the provision of the Services causes damage or risk damaging Odyssey or Odyssey customers, including but not limited to an attack on the computer system or Malicious Code, Odyssey (without obligation to compensate the Customer) shall have the right to restrict the Customer's access to the Services. Odyssey shall promptly notify the Contact Person of such limitation and shall only take measures justified by the circumstances of individual cases.

7. TECHNICAL REQUIREMENTS#

Use of the Services requires internet access and compatible systems as set out in Schedule 3 – System Requirements.

8. FEES AND PAYMENT#

8.1 The Customer shall pay the Fees for the ordered Services in accordance with the applicable Statement of Work and pricing applicable from time to time.

8.2 The number of User’s cannot be reduced during the term of the Agreement. Paid Fees are non-refundable.

8.3 Odyssey reserves the right to annually adjust its price.

8.4 All Fees for the ordered Services shall be paid in advance in accordance with what is set out on the applicable Statement of Work payable within thirty (30) days from the date of the invoice.

8.5 In the event of late payment, the Customer must pay interest on the outstanding amount in accordance with the Swedish Interest Act (1975:635). Odyssey reserves the right to charge the Customer for fees of payment reminders and costs for collection in the event of late payment.

8.6 In the event of late payment, Odyssey reserves the right to (i) upon written notice to the Customer, limit or suspend the Customer's access to the Services until outstanding payments, including any default interest and other applicable fees, have been paid in full, or (ii) cancel The Agreement in its entirety.

9. SUPPORT AND MAINTENANCE#

Support is provided in accordance with Schedule 2 – Support Service Levels.

Support applies to help on how to use the Platform Services, technical functionality of the Platform Services, and questions regarding data and insights presented in the Platform Services, unless otherwise agreed.

10. RIGHTS AND LICENSES#

10.1 Subject to the limited rights set forth in this Section 10, Odyssey reserves all rights and title to the Services, including the intellectual property rights attributable thereto. No rights are granted to the Customer except as what is expressly stated in these Terms. For the avoidance of doubt, if not otherwise stated in any amendment or appendix, the Customer may not share, distribute or in any way make available information from the Services, including but not limited to Raw Data, Reports and/or Refined data to a Third-party.

10.2 Odyssey owns all rights, including intellectual property rights, in the Services and all parts thereof as well as in and all results created in Odyssey' performance and provision of the Services.

10.3 Customer is granted a full lifetime right to use data and insights within their organisation and for as long as the data or insights is used only for the Customer's own business and for the Brand(s) for which the Services have been purchased, stated in Statement of Work.

10.4 Customer may share data and insights with parent entities, subsidiaries, other related entities, subcontractors or affiliates as long as the data or insights is used only for the Customer's own business and for the Brand(s) for which the Services have been purchased, stated in Statement of Work.

10.5 Customer may share data to a Third-party for the intent of making business, as long as the data or insights is used only for the Customer's own business and for the Brand(s) for which the Services have been purchased, stated in Statement of Work.

10.6 The rights to data and insights extracted from Odyssey services remain under the same Terms even after the agreement has been terminated and thereby the online services have been shut down.

10.7 Customer grant Odyssey a non-chargeable right to use Customer’s name, logotype and/or trademark for marketing purposes as long as the Customer have an active agreement with Odyssey.

11. PERSONAL DATA#

11.1 The Customer is the controller of personal data processed through the Services.

11.2 Odyssey processes personal data in accordance with Schedule 1 – Data Processing Agreement.

11.3 Odyssey never provide personal data to AI Services and does not use Customer-specific data to generate identifiable outputs for other customers.

12. CONFIDENTIALITY#

12.1 The Parties undertake not to disclose to any third party any information received from the other Party without the consent of the other Party. This includes information about the Parties' activities that can reasonably be deemed to be of confidential nature, including trade secrets, know-how, information of commercial, financial, commercial and technical nature including information regarding products and development and information. Information declared by either Party to be confidential shall always be deemed to constitute confidential information.

12.2 The Parties' obligations under this Section 12 shall be valid during the term of the Agreement and for a period of three (3) years after the Agreement has expired or been terminated, regardless of the reason.

12.3 Each Party undertakes to, in an appropriate manner, bind their employees and consultants to comply with the confidentiality obligations under this Section 12. The Parties shall ensure that all subcontractors engaged, as well as their employees involved in the assignment, is covered by an equivalently strict confidentiality undertaking as provided herein.

13. WARRANTIES AND LIMITATIONS#

13.1 Odyssey warrants that Services will function in all material respects in accordance with the Agreement.

13.2 In addition to what is expressly stated in these Terms, Odyssey makes no warranties of any kind, express, implied or otherwise. The Customer hereby waives, to the extent permitted by law, all implied warranties such as implied warranty of fitness for a particular purpose, merchantability, marketability, non-infringement and that the Services are without defects and bugs.

13.3 The Customer acknowledges that:

• outputs may be based on statistical or automated processing,
• AI Services may generate inaccurate or incomplete results,
• Consulting Services are based on professional judgment.

14. LIMITATION OF LIABILITY#

14.1 Unless expressly stated in these Terms, Odyssey shall only be liable to the Customer for direct damage caused by negligence and Odyssey's liability shall be limited to an amount corresponding to three (3) monthly fees for the Service, and in total to a maximum amount of SEK 100 000.

14.2 Odyssey shall not be liable to the Customer for (i) loss due to reduction or loss of production or sales, (ii) loss of data, (iii) loss due to loss of profit as a result of an agreement with a third party is lost or has not been correctly fulfilled, (iv) loss of use, (v) loss of goodwill, or (vi) the obligation to compensate a third party for similar indirect damages.

14.3 The above limitations shall not be applied in the event of damage caused by Odyssey gross negligence, intent or breach of the confidentiality obligations in these Terms.

14.4 These limitations apply to all Services, including Platform Services, AI Services, and Consulting Services.

15. TERM AND TERMINATION#

15.1 The Agreement shall remain in force from the Start Date until the End Date. Unless the Agreement is terminated in accordance with the notice period stated in the applicable Statement of Work.

15.2 Each Party may, by written notice to the other Party, terminate the Agreement with immediate effect if (i) the other Party has committed a material breach of the Agreement and the breach has not been remedied within thirty (30) days after the Party has received written notice thereof, or, (ii) the other Party is wound up or declared bankrupt, submits an application for corporate reorganization, enters into liquidation, cancels its payments or may otherwise be presumed to be insolvent.

15.3 Notwithstanding the above, Odyssey shall have the right to terminate the Agreement with one (1) months’ notice if the Customer is non-compliant with the Terms of this Agreement and applicable Statement of Work.

16. MISCELLANEOUS#

16.1 Entire Agreement#

This Agreement includes all Schedules and referenced documents.

16.2 Amendments#

Odyssey may update these Terms and referenced documents with notice.

16.3 Force majeure#

16.2.1 A Party is exempted from sanction for failure to fulfil a certain obligation under the Agreement, to the extent that the failure is based on circumstances outside the Party's reasonable control, such as lightning, internet interruptions, labour disputes, fire, acts of war, pandemic, epidemic, requisition, seizure, amendments to statutes issued by authorities, interventions by courts or authorities or defects and/or delays in deliveries by the Party's subcontractors as a result of the reasons set forth herein (each referred to as a “Force Majeure Event”). A party who is prevented from fulfilling the Agreement due to a Force Majeure Event shall be excused for its failure as long as the Force Majeure Event exists, this does not include the Party's obligation to make payments under the Agreement.

16.2.2 A Party wishing to invoke a Force Majeure Event shall immediately notify the other Party thereof. If the Party fails to make such notice, the Party is not exempt from penalties for its failure to fulfil a certain obligation, even if the failure is based on a Force Majeure Event. The failing Party is always obliged to make reasonable efforts to reduce the effects of Force Majeure Events.

16.2.3 If a failure for a Party due to a Force Majeure Event lasts for more than three (3) months, the other Party has the right to terminate the Agreement or part thereof with immediate effect.

16.4 Assignment#

Odyssey may at any time transfer any of the rights and/or obligations under this Agreement to any legal entity who (a) directly or indirectly is owned or controlled by Odyssey, (b) directly or indirectly owns or controls Odyssey or (c) is part of the same corporate group as Odyssey (including subsidiaries).

16.5 Validity of the provisions#

16.5.1 All provisions of the Agreement which by their nature are intended to remain in valid after termination of the Agreement will continue to be valid and remain in force without limitation in time.

17. APPLICABLE LAW AND DISPUTES#

17.1 Swedish substantive law shall apply to this Agreement and any non-contractual obligations in connection therewith.

17.2 Any dispute, controversy or claim arising out of or in connection with this contract, 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 language to be used in the arbitral proceedings shall be Swedish.

17.3 The Parties undertake and 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.

SCHEDULES#

Schedule 1 – Data Processing Agreement#

Forms an integral part of this Agreement and governs personal data processing.

Schedule 2 – Support Service Levels#

Defines support scope and service levels.

Schedule 3 – System Requirements#

Defines technical requirements for use of the Services.

Schedule 4 - Platform and AI Services User Terms#

Governs AI Services, insights, and related responsibilities.