Home » Procountor Signatur » Procountor Signatur – Terms and conditions PROCOUNTOR SIGNATUR – TERMS OFCUSTOMER AGREEMENT Read TERMS OFCUSTOMER AGREEMENT 1 .BACKGROUND 1.1 These Terms and Conditions of Agreement (“Terms and Conditions”) apply to thedelivery and use of the financial management software (“Software”) provided by AccountorFinago AB (Business ID 556942-4467, “Supplier”) as described in greater detail in the ServiceDescription with regard to each contractual relationship. Unless otherwise agreed in theService Description, the Software is delivered via a data network connection in accordancewith these Terms and Conditions. Should the delivery include items that are not included inthe Software and services delivered via a data network, the items in question shall besubject to these Terms and Conditions and the special terms described below in sections 18,19 and 20. If the Software is a product version of a Procountor software, the special termsand conditions in section 16 apply. If the Supplier and Accounting Office have agreed on thesale of the Software to Customers with the Accounting Office acting as the agent, thespecial terms and conditions in section 17 apply. 1.2 The use of the Software requires that the User and the Customer submit informationrequired by the Software. If there are changes to the contact information or otherinformation necessary for the operation of the Software, the User and Customer must notifythe Supplier of the changed information without delay. 2 SPECIFICATIONS 2.1 Within these Terms and Conditions, a User refers to a natural person who uses theSoftware. 2.2 Within these Terms and Conditions, a Customer refers to a natural or a legal person whohas ordered the user rights to the Software by registering or using an Order or anothercustomer agreement, or who is represented by a User of the Software. In this agreement, anAccounting Office is considered the Customer when using the Software in their ownoperations. 2.3 Within these Terms and Conditions, an Accounting Office refers to an accounting officeor an accountant as referred to in the Accounting Office Cooperation Agreement and theOrder. An Accounting Office handles the Customer’s financial management tasks either completely or in part with the Software and/or is invoiced by the Supplier for using theSoftware. 2.4 Within these Terms and Conditions, Software refers to a software package provided bythe Supplier and specified in the selected Service Description for managing the financialadministration of a company or another operator 2.5 Within these Terms and Conditions, a Price List refers to the Supplier’s currently validprice list or price lists which specify the prices of the Software or services to be delivered. 2.6 Within these Terms and Conditions, a Service Description refers to the description ordescriptions of the functionalities, content, service level or purpose of use of the Softwareor service that is included in the agreement as an appendix. 2.7 Within these Terms and Conditions, Information refers to data and files saved by theCustomer in the Software. User information refers to information saved by the Softwarespecifying the use of the Software by the User and Customer. Hereinafter, User informationand Information are jointly referred to as “Information”. 2.8 Within these Terms and Conditions, Sanctions refer to the sanction laws and regulationsadopted by the United Kingdom, the European Union, Finland and the United States,prohibiting business transactions with the persons or communities specified in the provision. 3 SOFTWARE CONTENT AND SERVICE LEVEL 3.1 The content of the Software is determined by the selected Service Description. TheService Description can be found from here. 3.2 The Software enables e.g. the delivery and uploading of the User’s and Customer’sinformation and files to the Software server and distribution to assigned recipients. 3.3 The instructions and use environment requirements of the Software and up-to-datecontact information of customer support are available on the Supplier’s website, in theSoftware or from the Supplier on request, depending on the Software’s product version. 3.4 The Software may change as the Supplier develops the Software further. The Suppliercan make a change in the Software that (a) is targeted at the production environment of theSoftware and does not reduce the content or the service level of the Software, (b) isnecessary for the prevention of a data security threat targeted at the Software, (c) resultsfrom legislation or a regulation by an authority, (d) results from a third party product or service, or its change, that is being used in the Software or service, or (e) has been notifiedto the Customer well in advance. 3.5 The Supplier may prevent access to the Software without consulting the User or theCustomer if the Supplier suspects that there is inappropriate Information stored in theSoftware, access to the Software by other users may be risked by the stored Information orif these Terms and Conditions are violated. 3.6 The Supplier will aim to make the Software available at all times, but it may suspendthe use or change the content of the Software whenever this is considered necessary. Unlessotherwise agreed in the Service Description concerning service levels, the Supplier does notcommit itself to specific service levels in the Software or assume responsibility for anydeterioration of service level or its consequences. The Supplier has the right to interrupt theavailability of the Software due to e.g. installation, revision or maintenance work or due toa security threat, or legislation, requirement or regulation by an authority. 3.7 The Supplier cannot guarantee the availability of the Software without interruptions orthe production of services by a party that offers communications services or a networkconnection or another third party that affects the use of the service. The Supplier is notresponsible for the defects or the defects’ consequences when they are related to thirdparty products or services that are being used in Supplier’s services. The Supplier attemptsto notify the Customer well in advance of any service or maintenance breaks. 3.8 The Software can enable the transfer of information through API or SFTP interfaces(“Interface”). The Supplier may change or limit the use of the Interface on the samegrounds as the rest of the Software. If the services of third-party providers are connected to the Software through the Interface,the Customer must make separate agreements with the service providers in question tospecify the terms and conditions and data protection procedures. The Supplier is notresponsible for the use of these services or their compatibility with the Software. 3.9 The Supplier reserves a reasonable delivery time or a delivery time that is described inthe Service Description for the deployment of the Software during which the Supplier hasthe right to reject the Customer’s order, if necessary. 4 TERMS AND CONDITIONS OF DATAPROTECTION 4.1 The Customer acts as the data controller within the meaning of the applicable dataprotection legislation (“Data Controller” or “Customer”) with regard to the personal data ofthe Customer’s customers or employees or other persons that is processed by the Supplier (“Data Processor” or “Processor”) in the service to implement it (“Customer’s PersonalData”). The Data Controller is responsible for the Customer’s Personal Data and for ensuringthat it is legally processed pursuant to the applicable data protection legislation. The DataController is responsible for all required measures and for acquiring, securing andmaintaining all rights, agreements and authorisations that the Data Processor needs in orderto implement the service in accordance with this section 4. without breaching any laws orthird-party rights. The Customer’s Personal Data and the processing details are specified inthe Data Processing Policy documents, which are available, depending on the productversion of the Software, on the Supplier’s website or customer service page, the Softwareor, upon request, from the Supplier. If the Customer is an Accounting Office, the Customer can be the Data Processor within themeaning of the applicable data protection legislation. In that case, the end client of theAccounting Office is the Data Controller pursuant to the applicable data protectionlegislation, the Customer is the Data Processor and the Supplier is the Sub-Processor forPersonal Data. In this case and in relation to the Supplier, the Customer is in a positioncomparable to the position of the Data Controller, as specified in these Terms andConditions, subject to the same rights and obligations. In relation to third parties – e.g. datasubjects specified in the applicable data protection legislation – the Customer is the DataProcessor, and these Terms and Conditions do not affect the rights and responsibilitiesbetween the Customer and third parties. 4.2 The Data Processor must ensure that it will process the Customer’s Personal Data onbehalf of the Data Controller pursuant to the applicable data protection legislation and asrequired in order to provide the service and in compliance with this section 4. TheCustomer’s Personal Data is processed according to the Data Controller’s reasonable writteninstructions. The Data Controller ensures that the instructions are described in detail in thissection 4. If the Data Controller provides the Data Processor with additional instructions onthe processing of the Customer’s Personal Data, the Processor has the right to charge for theresulting additional costs and work that are required in order to comply with theinstructions. If the Data Processor is unable to comply with the instructions provided, theData Processor will immediately notify the Data Controller of this and the parties willattempt to solve the issue together in an appropriate manner. If the issue cannot be solvedwithin one (1) month, each party has the right to cancel the service agreement to which theinstructions on the processing of Personal Data relates with a notice period of two (2)months. The Data Processor informs the Data Controller without delay if it considers theprovided instructions to violate the applicable data protection legislation. 4.3 Notwithstanding the above, the Supplier and its affiliates have the right, to the extentpermitted by legislation, to use the data created in connection with the service providedand the processing of the Customer’s Personal Data in accordance with the Data ProcessingPolicy document for the development (e.g. automating functions), analysis and assessmentof the provided service and the operations related to it as well as for statistical purposes,provided that individual natural persons cannot be identified from the end result and thatthe Supplier’s confidentiality obligations are complied with. 4.4 The Data Processor keeps the Customer’s Personal Data confidential and ensures thatthe persons authorised to process the Customer’s Personal Data are committed toconfidentiality or subject to an applicable statutory confidentiality obligation. Taking into account the latest technology and implementation costs, the nature, scope,context and purposes of processing as well as the risks of varying likelihood and severity forthe rights and freedoms of natural persons, the Data Controller and the Data Processor mustimplement appropriate technical and organisational measures to ensure a level of securitythat corresponds to the risk. 4.5 The Processor must inform the Data Controller of any data protection breaches of theCustomer’s Personal Data without delay. The Data Processor provides the Data Controllerwith the data that is required to meet the Data Controller’s duty to notify. The data isprovided to the extent that is available and known to the Processor. The Data Processorseeks to remedy and limit the effects of the breach. 4.6 Upon request and subject to commercially acceptable terms and conditions, the DataProcessor helps the Data Controller to implement the rights of a data subject and to meetthe obligations set out in the applicable data protection legislation, taking into account thenature of the processing and the information available to the Data Processor. 4.7 Upon request, the Data Processor provides a required report on the compliance with theapplicable data protection legislation. The Supplier is entitled to invoice for the assistance provided in accordance with thissection 4. 4.8 When the processing of the Customer’s Personal Data is no longer necessary, the DataProcessor returns the Customer’s Personal Data to the Data Controller upon a writtenrequest or removes the data, including any copies. When it is no longer necessary to processthe Customer’s Personal Data in accordance with this agreement, the Customer has the rightto make a copy of the Customer’s Personal Data stored in the service independently. Uponthe Customer’s request, the Supplier must destroy the Customer’s Personal Data and notifythe Customer of the destruction of the data unless the Personal Data need to be stored dueto legislation. Notwithstanding the above, the Supplier has the right to store the Customer’sPersonal Data in order to comply with the applicable legislation and secure its legitimateinterest. 4.9 The Customer accepts and agrees that the Data Controller’s group companies mayprocess the Customer’s Personal Data in order to provide the service and that the DataProcessor and its group companies have the right to use sub-processors for the processing of the Customer’s Personal Data. A written agreement must be made with each sub-processor, containing the obligations to protect the Customer’s Personal Data specified in this section 4 to the applicable extent. The sub-processors are described in the Data Processing Policy document. The Data Processor informs the Customer of new sub processors before starting the processing. 4.10 The Data Controller accepts that the Customer’s Personal Data may be processed bysub-processors that are located outside of the Data Controller’s home country. If theCustomer’s Personal Data is transferred outside of the EU or the EEA, the Data Processormust carry out the proper protective measures to guarantee and secure the data subjects’rights and privileges in accordance with the requirements of the applicable data protectionlegislation. For instance, the Data Processor may make an agreement in accordance with thestandard data protection clauses approved by the European Commission on the processing of personal data in order to meet the requirements of the applicable data protectionlegislation. 4.11 The parties specifically state that the Supplier, acting as the Data Controller in relationto providing the service, processes Personal Data related to the Customer’s employees anddecision-makers (e.g. the Customer’s contact persons or Software users) or other persons(e.g. persons presented in the Software Information). This data is processed for the purposeof maintaining the service and for error diagnostics, customer service, invoicing,communication and marketing, developing and providing new services and for other similarpurposes (“Supplier’s Personal Data”). The Supplier’s Personal Data is collected fromdifferent sources. It can be generated in connection with using the service (e.g. login dataor invoice processing data) or be included in the Information processed in the Software (e.g.accounting receipt data). The Supplier is responsible for ensuring the lawfulness of theprocessing. The parties are aware that the processing may result in obligations both for theCustomer and the Supplier, such as the obligation to notify the persons to whom theSupplier’s Personal Data apply. Further information on the processing of the Supplier’sPersonal Data is available on our website. 4.12 Pursuant to the data protection legislation, a data subject has the right to access thedata (inspection rights), to request the correction or removal of data or to limit theprocessing of the data. The Supplier does not directly respond to queries or requests by datasubjects in relation to the Customer’s Personal Data. The Supplier provides the Customerwith a service that makes it possible to implement the inspection right. The service may besubject to a service charge. 4.13 The Data Controller and the supervisory authority have the right, in accordance withthe applicable data protection legislation, to carry out inspections to ensure that theProcessor complies with its contractual obligations in the processing of the Customer’sPersonal Data. The Data Controller may carry out such an inspection once a year. Theinspection may also be carried out by an external inspector, provided that the inspector iscommitted to confidentiality obligations that can be reasonably accepted by the Data Processor. The parties agree on the time, scope, duration and other details of the inspectionwell in advance. The inspection must be carried out in a manner that does not disturb theData Processor’s business or breach the Processor’s obligations to third parties (includingbut not limited to the Processor’s other customers, partners and suppliers). The DataController must compensate for the inspection costs as agreed. 5 IDENTIFICATION DATA 5.1 The Customer must ensure that the Customer and all of the assigned Users store theirusernames, passwords and variable passwords in a secure location separate from each other. The Customer must ensure that the identification data described above are not disclosed to third parties. If the identification data is disclosed to third parties, or the Customer suspects that it may have been disclosed to third parties, the Customer must notify the Supplier of this without delay in order to prevent unauthorised use of the Software. The Supplier is entitled to interrupt the use of the Software after the Customer has notified the Supplier of a possible disclosure of identification data to third parties until new identification data have been implemented. 5.2 The Customer is responsible for commitments and other operations made using theiridentification data until the Supplier has received the notification of the disclosure ofidentification data to third parties and the Supplier has had a reasonable amount of time toprevent the use of the Software. 5.3 Identification data correspond to a Customer’s signature when entered in the mannerrequired by the Software. 5.4 If a User has handled their identification data carelessly or otherwise contributed to thedisclosure of the identification data to a third party, the Customer is responsible for all ofthe expenses caused to the Supplier or a third party due to the User’s actions. 6 GENERAL RIGHTS AND OBLIGATIONS OFTHE SUPPLIER 6.1 The Supplier provides the Software professionally and carefully, in accordance with theTerms and Conditions. The Supplier has the right to include open-source software in theSoftware. 6.2 The Supplier must notify the Customer without delay of any issues that could preventthe use of the Software as specified in the Terms and Conditions or endanger the privacy ofthe Customer’s Information. 6.3 Along the Software or service, the Supplier may promote third party products orservices. The Supplier is not responsible for any customer agreements made with such thirdparties or the use of such third party products or services. 7 GENERAL RIGHTS AND OBLIGATIONS OFTHE CUSTOMER 7.1 The Customer is entitled to use the Software in its internal operation as specified in theTerms and Conditions. However, the Customer has the right to assign the Customer’sAccounting Office or an accountant and an auditing company or an auditor as the User andthus allow them to use the Software. 7.2 The Customer, the Accounting Office or the User is not entitled to resell or otherwisedistribute the Software to third parties unless otherwise specifically agreed upon(Accounting Office Cooperation Agreement or another similar agreement). 7.3 The Customer is responsible for the acquisition and condition of equipment,connections, software and operating environment required for using the Software. TheCustomer is responsible for the protection of their data system, their communications costsand other similar costs related to the use of the Software. The Customer must ensure thatthe equipment, connections, software and data systems meet the operating environmentrequirements submitted by the Supplier and that the Software is suitable for the Customer’spurposes. 7.4 Unless otherwise agreed, the Software is located on a server maintained by the Supplieror a third party. The Customer must ensure that the Customer or Users assigned by theCustomer do not try to copy the Software from a server, examine, alter or copy the sourcecode of the Software, otherwise disturb the operation of the Software, or access in anunauthorised manner the database, customer information or information saved by othercustomers. 7.5 The Customer must not allow the use of the Software in a country that opposes any legalrestrictions concerning technology export or where the use of the Software would be illegalor require a permit or insurance, or cause the Supplier a more extensive responsibility orobligation that deviates from this agreement or Swedish laws. 7.6 The Customer is responsible for the use of the Software, the content of the Informationand the exchange of information performed using the Software. 7.7 The Customer assures that the Customer, its direct and indirect shareholders orassociates, and senior managers are not subject to Sanctions. The Customer agrees to notifythe Supplier without delay should these circumstances change during the contract period ina way that would make the assurance given herein untrue. Irrespective of what has beenagreed on the limitation of liability, the Customer is liable for all losses, damages and costsincurred by Accountor group companies because the assurance given by the Customer herein is untrue or the Customer has neglected its duty to notify. 8 GENERAL RIGHTS AND OBLIGATIONS OFTHE USER 8.1. By using the Software, the User agrees to comply with these Terms and Conditions inthe role of the User. The Software may only be used by a legally competent adult authorisedby the Customer, and the use must be in compliance with these Terms and Conditions. 8.2 The User must keep the username and password in a secure place and not disclose themto any third parties. The User is responsible for the use of the Software with their usernameand password. The User will notify the Supplier without delay of the disclosure of apassword to a third party or a suspected unauthorised use of a username or password. At therequest of the Supplier, the User must change the password necessary for the use of theSoftware, if it is considered necessary due to a data security threat targeted at the Service. 8.3 In order to ensure the data security and usability of the Software, the Supplier mayterminate a User’s network connection to the Software if the User is not using the Software. 9 PRICE AND PAYMENT TERMS OF THESOFTWARE 9.1 The price and payment terms of the Software are described in the Supplier’s currentlyvalid Price List included in the selected Service Description. The Supplier may revise theprice by notifying the Customer of the revision at least thirty (30) days before the changeenters into force. 9.2 Prices include currently valid public fees regulated by authorities apart from valueadded tax. Value-added tax is added to prices according to current regulations. If theamount or charging grounds of public fees regulated by authorities change due to a changein provisions or taxation practices, prices will be changed accordingly. 9.3 Any notifications concerning invoices must be made within ten (10) days of the invoicedate. 9.4 If an invoice is not paid by the due date, penalty interest will be accumulated on theoverdue sum according to the current Interest Act until the Supplier has received the totaloverdue payment, including the penalty interest. The penalty interest will be calculated foreach day after the due date. In addition to the penalty interest, the Supplier may preventthe use of the Software until the Customer has paid all overdue payments to the Supplier. 9.5 The Customer must also pay reasonable reminder and collection charges in connectionwith overdue payments. In case of a dispute concerning an invoice, the undisputed part ofthe invoice must be paid by the due date. 10 INTELLECTUAL PROPERTY RIGHTS ANDCUSTOMER’S DATA 10.1 The Software is the sole property of the Supplier and/or a third party, and it may beprotected by a copyright or another intellectual property right. The User will not be grantedany rights to the Software, technology or content other than the user rights to the Softwareas specified in these Terms and Conditions. On the basis of these Terms and Conditions, norights will be granted to use the Supplier’s or the Software’s business names, logos, domain names or other brand names or identifiers. The Supplier can freely use, withoutcompensation, suggestions, comments or proposals that it has received. 10.2 The ownership and intellectual property rights to Information saved in the Softwarebelong to the Customer or a third party. 10.3 The Customer will be responsible for the Information saved by Users in the Softwareand for having the right to use the Information without violating the rights of third parties orcurrently valid legislation. 10.4 The Customer is responsible for all of the costs and claims and requirements presentedto the Supplier or its group companies that are either directly or indirectly due toInformation or the Customer’s violation of these Terms and Conditions. The Supplier has theright to defend itself against the claims mentioned above. 10.5 Unless otherwise provided by the Terms and Conditions of Data Protection in section 4,the Supplier is entitled to use the Information as follows: a) The Supplier may freely compile and disclose Information to group companies or thirdparties for the purposes of preparing statistics reports, improving the Software, producinginformation services, and other similar purposes, provided that the individual Customer,User or other natural person the information concerns cannot be identified, recognised ortraced either directly or indirectly from the statistics, reports or information servicesproduced. b) The Supplier may use the Information to target its own services or the services of thirdparties to individual Users or Customers within the Software. In this case, the Informationmay be disclosed to the party that provides the service based on the targeting, with theCustomer’s specific consent. However, the Customer may forbid the targeting of services inthe Software. c) The Supplier may use the access information for issuing invoices related to the use of theSoftware and for targeted marketing. The Supplier may share this access information withsubcontractors and partners. By agreeing to the terms of this agreement, the Customerauthorises the Supplier to provide the Accounting Office with a monthly summary requiredfor issuing invoices related to the Software. d) The Customer’s specific consent is required for using the Customer’s own information inthe production of information services concerning the financial situation of the Customerand disclosing the Customer’s Information, except in cases where these activities areincluded in the Software according to the Service Description. e) The Supplier may process and disclose information to third parties provided thatindividual persons can be identified from the Information only as instructed by the Customerand in compliance with data protection legislation. 10.6 Unless otherwise agreed in writing, the Supplier is responsible for backing up theCustomer’s Information in a Software provided via a data network or for another technicalprocedure leading to the same result at least once every workday. The Customer will beresponsible for other backups. 10.7 If the Information saved by the Customer in the Software has been destroyed, lost,altered or damaged in parts or completely by the Customer’s actions, the Supplier maycharge the Customer for the recovery of the information. 10.8 At the termination of the Agreement, the Supplier is obligated to reasonably assist intransferring the Customer’s data in the Supplier’s possession to a party appointed by theCustomer. Unless otherwise agreed in writing, the obligation to provide assistance endsafter three (3) months from the termination of the Agreement. Any services related to theSupplier’s obligation to provide assistance are charged in accordance with the Supplier’sprice list. 11 LIMIT OF LIABILITY 11.1 In addition to the assurances specifically stated in these Terms and Conditions, theSupplier will not grant any other assurances on the applicability of the Software for aspecific purpose, the quality of the Software, integrity of third parties’ rights, or otherissues. 11.2 The Supplier is not responsible for any indirect losses to the Customer or an AccountingOffice. The Supplier’s maximum amount of compensation in any case is the total price paidby the Customer or Accounting Office to the Supplier for the use of the Software excludingvalue-added tax for two (2) months prior to the damage and a maximum of ten thousand(10,000) euros during this contracting relationship. 12 CONFIDENTIALITY 12.1 The parties or their employees or group companies may not use or express theconfidential information of another party to a third party other than as specified in theseTerms and Conditions. The parties must handle the confidential information of anotherparty at least with the same diligence as they would their own confidential information,provided that the confidential information is always handled at least with reasonablediligence. 12.2 The Supplier is entitled to include the Customer in a reference list. 13 FORCE MAJEURE 13.1 The Supplier may postpone the delivery date, cancel the agreement or change theSoftware without causing implications to the Supplier if it cannot continue its businessoperations due to a reason that it has had no reason to consider when making the agreementand of which the Supplier is independent. Such events may include war, rebellion, civilunrest, requisition or confiscation for public use performed by an authority, import orexport prohibition, natural disaster, interruption of public transport or energy supply, labourdispute or fire, disturbance in a communications network or other online communicationindependent of the Supplier, or other significant reason in terms of its impacts independentof the Supplier. If the reason for the delay continues for more than three (3) months, theCustomer is entitled to terminate the agreement in writing. 14 VALIDITY AND TERMINATION 14.1 This agreement (“Agreement”) includes the following documents as inseparable partslisted in the order in which they are applied: 1) Customer agreement or an order orregistration form or partnership agreement, such as an Accounting Office CooperationAgreement, 2) Service Description, 3) Special Terms of the Service Description, 4) Price list,5) Data Processing Policy documents, and 6) these Terms and Conditions. 14.2 The Agreement comes into force and is binding for the Customer when the Customerhas signed a customer agreement or made an order. The Supplier commits to the agreementby opening the Software to the Customer for production use. The Supplier may reject anorder, if necessary. 14.3 The Supplier may change these Terms and Conditions and other currently validagreement terms on the basis of changes in legislation, contractual usage in the field, or thecontent of the Software, or for another reason related to the Software. By using theSoftware, the User approves the currently valid version. The Customer and the AccountingOffice must be notified of changes to the terms thirty (30) days before they enter into forceat the latest, either in connection with the Software or with a separate message. If theCustomer or the Accounting Office does not approve the changes to the terms, they canterminate the Agreement with a notice period of no more than six (6) months, and thechanged terms will not enter into force during the notice period. 14.4 Unless otherwise agreed upon between the parties, this Agreement remains in force foran indefinite term and the Customer may terminate this Agreement subject to one (1)month’s notice and the Accounting Office or the Supplier may terminate this Agreementsubject to three (3) months’ notice subject to the provision that the Agreement will thenterminate on the last day of the month when the Agreement terminates. The terminationmust be submitted in writing. A fixed-term Software user right is valid until the end of theagreed period. 14.5 A party may terminate the Agreement in writing immediately if (i) the other party isdeclared bankrupt or placed into liquidation, or if it becomes permanently insolvent,performs transfers or actions that favour creditors, or (ii) if the other party is in significantbreach of its contractual obligations and has not rectified the violation within thirty (30)days after receiving a notification from the other party on the matter. 14.6 The Supplier has the right to cancel the contract or the use of the Software or servicepartially or fully with immediate effect if the contract or service between the Supplier andits service provider partner is cancelled and it affects this contract or the use of theSoftware or service. 14.7 The Supplier has the right to cancel the contract or limit its contractual obligations fora justified reason that is related (i) to Sanctions or (ii) the Customer using the Software inviolation of the Agreement or the law. The Supplier is not liable for losses caused by suchcancelling or limiting. 14.8 If the Customer does not use Software that is offered to the Customer free of charge,the Supplier has the right to interpret the non-use of the Software, as specified in theService Description, as the termination of the Agreement. The Customer’s right to use theSoftware ends at the end of the notice period. 15 GENERAL TERMS 15.1 A party has no right to transfer the Agreement or any part thereof without the otherparty’s written consent. However, the Supplier may transfer the Agreement to its groupcompany at any time or to a third party in connection with a company reorganisation or abusiness transaction, or at the sale of a significant part of the Supplier’s assets that theAgreement concerns. The Supplier may transfer any contractual overdue payments to a thirdparty by notifying the Customer of the transfer in writing. The Supplier may useSubcontractors for the provision of the service subject to the Terms and Conditions of DataProtection in accordance with section 4. 15.2 If a specific condition is considered illegal, invalid or such that it cannot be enteredinto force, it will not affect the validity, legitimacy or implementation of other terms or thewhole Agreement. 15.3 If a party does not use a right that is based on this Agreement, it will not limit theparty’s right to refer to the agreement terms later in a similar case. 15.4 This agreement does not form a joint company, employment or franchise, agency orother consortium between the parties and entitle a party to represent or make anycommitments, agreements or assurances on behalf of the other party. 15.5 All of the information and notifications related to this agreement addressed to theother party must be delivered in writing (i) as a registered letter in which case thenotification is considered to have been received by the other party within seven (7) daysafter it has been posted, (ii) as an express letter in which case the notification is consideredto have been received by the other party within two (2) days after it has been posted, (iii)by email in which case the notification is considered to have been received by the otherparty at the time it has been sent, or (iv) by including a notification in connection with theSoftware. Notifications must be addressed to an official registered address or anotherrecorded address. 15.6 Any dispute, controversy or claim arising out of or in connection with this contract, orthe breach, termination or invalidity thereof, shall be finally settled by arbitration inaccordance with the Rules for Expedited Arbitrations of the SCC Arbitration Institute. Theseat of arbitration shall be Stockholm. The language to be used in the arbitral proceedingsshall be Swedish.This contract shall be governed by the substantive law of Sweden. 16 SPECIAL TERMS AND CONDITIONS OFTHE PROCOUNTOR SOFTWARE 16.1 These special terms and conditions of the Procountor software in accordance withsection 16 apply if and to the degree that the software specified in the Service Descriptionis a product version of the Procountor software. 16.2 The Main User refers to a natural legal person selected by the Customer who is grantedthe main user’s rights to the Software, including the right to establish new usernames. 16.3 At the Customer’s request, the Supplier can create a new username or password for theMain User. If it is considered necessary due to data security reasons, the Supplier can at anytime request the Customer to change one or several passwords of their Users, or if necessary, close one or several usernames temporarily, or otherwise prevent the use of theSoftware that threatens data security. The Supplier and the Customer can agree separatelyon the use of another personal or company-specific identifier or certificate. 16.4 The user rights of the Main User enable adding new users to the service. The Softwaremay only be used by assigned Users that have been added to the service by the Main User.The Main User can create new Users within the terms of this agreement and specify theextent of their user rights according to set limits. The user right is personal and only appliesto the assigned User. The Customer agrees to specify assigned Users to the extent currentlyrequested by the Supplier. The Supplier may also check the Customer’s assigned Users fromthe Software or a database at any time. 16.5 The Supplier can provide a trial access to the Software for the Customer before theOrder is approved. The Customer may use trial access rights to test the Software andprepare for the deployment of the Software as described in these Terms and Conditions.Trial access rights must not be used for any other use without a prior written permissionfrom the Supplier. 16.6 Unless otherwise agreed in writing, at the end of the contracting relationship theCustomer may save Information the Customer has saved in the Software before thecontracting relationship will be terminated. If requested, the Supplier will deliverInformation saved by the Customer in the Service in a commonly used electronic format.The Supplier may charge a fee for collecting, processing and disclosing data according to thePrice List. The Supplier’s obligation to store Information saved in the Service by theCustomer ends after three (3) months from the termination of the agreement. Regardless ofthe termination of the contractual relationship, the Supplier may store files, documents ortheir copies considered necessary for a justified reason in accordance with the Terms andConditions of Data Protection agreed in section 4. 16.7 The payment transaction service requires that the Customer makes a separateagreement on payment transaction services with their bank. The Customer authorises thebank to record the contact information submitted by the Supplier as the agent of paymenttransactions and the recipient of bank statements and other payment input. The Customerrecords the identifier information received from the bank into the account information inthe Software. Payment transaction services will be available when the account numberinformation and the business IDs of the bank and the Software are consistent. 16.8 The Customer must ensure that the user rights for payment transactions are notdisclosed to any party other than persons who have been authorised to access theCustomer’s bank account and also that the authorised persons follow such diligence in usingthe bank account and its identifiers that the account and its information cannot be used byany third party. 16.9 Invoices and other transactions are paid according to general and specific paymenttransaction agreements between the Customer and a bank. Payments are transferred solelyon the basis of the bank account number stated on a payment transaction. The Customer ensures that the bank account number stated in the basic data of the Software and apayment transaction is correct. 16.10 The Customer authorises the Supplier to electronically sign, on its behalf, tax returnsand other data sent from the Software or created by the Customer or an Accounting Officein a manner required by the Swedish Tax Administration (Skatteverket) or another party.The Customer authorises the Supplier to make any necessary technical agreements andarrangements for sending and receiving e-invoices, sending printed materials, receivingscanned invoices, preparing periodic tax returns, sending notifications on salaries to the TaxAdministration, pension insurance companies and trade organisations, and sending andreceiving other electronic data in a manner that enables the efficient technical use of theservice. 17 SELLING THE SOFTWARE TO CUSTOMERSWITH AN ACCOUNTING OFFICE ACTING ASTHE AGENT 17.1 The Accounting Office may provide the software specified in the Accounting OfficeCooperation Agreement to their customers that have a good reputation and good creditaccording to the Supplier’s currently valid terms of agreement and these terms andconditions. 17.2 The Accounting Office must reliably verify the account access and signature rights ofthe Customer’s representative. A signed order form must be submitted to the Supplier. TheSupplier may reject an order, if necessary. 17.3 The Accounting Office may sign an order form on behalf of the Customer if theAccounting Office has received the necessary authorisation from the Customer separately oras part of their service agreement. In such a case, a signed authorisation must also besubmitted to the Supplier with the order. The Accounting Office must ensure that theCustomer is aware of the use and other terms of the Software and that the Customer agreesto comply with these terms and conditions. 17.4 The Supplier pays the Accounting Office a sales commission for the use of the Softwareby Customers represented by the Accounting Office according to the Accounting OfficeCooperation Agreement or its appendices. 17.5 The Accounting Office’s entitlement to the sales commission begins when theAccounting Office has informed the Supplier of the commencement of the representationrelationship in writing. The Accounting Office’s entitlement to the sales commission ends ifthe representation relationship with the Customer ends (e.g. if the Customer begins to useanother accounting office or handle their accounting internally). The Accounting Office must notify the Supplier immediately if the representative relationship of the Accounting Officeto the Customer is terminated. The notification must be submitted in writing. 17.6 A sales commission for one Customer will only be paid for one Accounting Office at atime. If the Customer uses several Accounting Offices for their accounting office services,only the first party representing the Customer will receive the sales commission. 17.7 The Supplier can offer various materials and guidance for the Accounting Office relatedto offering the Software, opening a customer relationship, implementation, user training,customer support and other service areas. The Accounting Office must follow theseinstructions. 17.8 The Accounting Office sets up each new customer in the Software. For ProcountorLedger software, Customers are directly in the production use, and for Procountor Financialssoftware, the Supplier transfers the Customer to the production use after processing theCustomer’s order. The Accounting Office must ensure that the necessary bank connectionauthorisation has been signed and sent to the bank and that the Customer’s Main User canaccess the Software. 17.9 The Accounting Office will ensure the suitability of the Customer’s computerequipment, operating system and software package as the operating environment of theSoftware. If the Customer requires assistance in the implementation of the Software, theAccounting Office must provide the assistance or arrange training. 17.10 The Accounting Office must provide the necessary support in the use of the Softwarefor their Customer. If the Accounting Office is unable to answer the Customer’s question orresolve a problem related to the use of the Software, the Accounting Office will contact theSupplier’s customer support. The Accounting Office must inform the Customer of the reply. 17.11 The contact person of the Accounting Office is responsible for communication in theirown organisation so that the personnel of the Accounting Office receive the necessaryinformation related to the use of the Software. The Accounting Office must inform theSupplier of any relevant changes in their operation. In addition, the Accounting Office mustinform the Supplier without delay of any claims or feedback that concern the Supplier. 17.12 The Supplier grants the Accounting Office the right, but not an exclusive right, to usethe Finago, Tikon or Procountor trademarks. These rights only apply to marketing,presentation and training procedures as specified in this agreement and are valid only duringthe validity of this agreement. Each trademark must be used according to instructionsprovided by the Supplier or the method of use must be separately agreed. The use of thetrademark must not be misleading, and it must be mentioned that the trademark belongs tothe Supplier whenever it is used. 17.13 The Accounting Office agrees not to register anywhere a trademark or a servicetrademark, business name, Internet domain, or any other right, name, or brand that can beregistered that could be mixed up with one of the Supplier’s trademarks. 17.14 Copyrights and trademarks and any confidential information related to the Softwarebelong to the Supplier or third parties. No intellectual property rights are transferred to theAccounting Office with this Agreement. The Accounting Office agrees not to removetrademarks or the Supplier’s logo or other company identifiers from the Software andmarketing or training material or the Supplier’s other materials or documents. 17.15 The Accounting Office agrees not to use, either directly or indirectly, informationreceived through this Agreement, the Software, marketing material, or otherwise throughthe Supplier for developing a similar, competitive software or part of software during thevalidity of this Agreement or within twelve (12) months after the termination of theAgreement. 17.16 The Accounting Office must notify the Supplier immediately of any violations to theSupplier’s rights that they observe. 17.17 The Supplier will not be responsible for any commitments or promises made by theAccounting Office related to the content, delivery, or use of the Software apart from whatis stated in this Agreement or the standard customer agreement and its appendices. 17.18 This Agreement does not grant the Accounting Office exclusive rights to marketing oroffering the Software, and it does not in any way restrict the Supplier’s right to sell, marketor offer the Software either directly or through other Accounting Offices, retailers orrepresentatives. The Accounting Office cannot transfer any rights or obligations under thisagreement to a third party. 18 SPECIAL TERMS FOR ON-PREMISESSOFTWARE 18.1 These special terms for on-premises software in accordance with section 18 apply ifand to the degree that the Software specified in the Service Description is a softwareversion downloaded and to be used on the Customer’s own server. If these special terms arecontradictory to what has been agreed elsewhere in these Terms and Conditions, thesespecial terms apply. 18.2 On-premises Software refers to software or a software component that is marketed orlicensed to the Customer and installed locally rather than to several customers anddelivered over a data network, including its user manual or other documentation and apossible data carrier. A new version of an On-premises Software refers to an On-PremisesSoftware that has been extended with new functional features. A Manufacturer refers to asupplier or a third party that holds the intellectual property rights of the object of delivery. 18.3 On-Premises Software is faulty if the On-Premises Software does not functionessentially as described in the specifications, or otherwise does not correspond to theAgreement made by the parties. 18.4 The Customer will download the On-Premises Software from a server indicated by theSupplier. Unless otherwise agreed, the Customer is responsible for installing the software. 18.5 The Customer is responsible for ensuring that the environment of use meets therequirements set for environments of use by the Supplier. 18.6 The intellectual property rights for the On-premises Software belong to themanufacturer. The Customer will receive a user right to the In-premises Software inaccordance with the Agreement. Unless otherwise agreed in writing, the Customer willreceive a device-specific user right for the In-premises Software for the purpose of its owninternal operations. The Customer has no right to use the In-premises Software to provideservice centre or user services related to the use of the In-Premises Software to third partieswithout separate written consent from the manufacturer. The user right does not apply tothe Customer’s group companies. The user right is not extended in case of a merger,division, acquisition, asset deal, company reorganisation or other organisational change(internal or external to the group) involving the Customer without the parties separatelyagreeing in advance and in writing about the terms of changing the scope of the rights. Inone of the aforementioned situations, the parties will immediately launch negotiations toreview the effects of the changes to the user rights. If the parties fail to reach a mutualunderstanding within three (3) months of the negotiation invitation issued by one of theparties, the Supplier has the right to terminate the user right with immediate effect. TheCustomer may, with prior agreement from the Supplier, transfer its user right to anothercompany for a separate transfer fee. 18.7 The Customer has the right to make a backup copy of the On-premises Software if it isnecessary for the use of the On-premises Software. However, the Customer has no right tomake copies otherwise, nor may it allow it to be copied even for private use. Any copiesmust include the same markings concerning copyright, trademark, etc. as the original copyof the software. The same terms are applied to the copy as to the original. The Customerhas no right to modify the In-premises Software or have the In-premises Software modifiedwithout separate written consent from the manufacturer. After the end of the On-premisesSoftware or its user right, the Customer must, as chosen and requested by the Supplier,either destroy or return the On-premises Software and its backup copy, as well as any userinstructions and other documentation prepared by the Supplier for the On-premisesSoftware. 18.8 With consent from the Customer, the Supplier may replace the On-premises Softwarespecified in the Agreement with a new version of the On-premises Software or anothersoftware. In terms of functions, performance and other features, the new version of the Onpremises Software or other software must essentially meet the specifications and anyrequirements agreed upon by the parties in writing. The installation of the new version ofthe On-premises Software or another software is carried out in accordance with the agreement concerning the original On-premises Software. The Supplier has the right,without notifying the Customer in advance, to make improvements to the On-premisesSoftware before delivery, provided that the On-premises Software still essentially meets thespecifications and the requirements agreed upon by the parties in writing. 18.9 The Supplier commits to correcting any faults in the On-premises Software reported bythe Customer during the warranty period in writing, without undue delay and free of charge.The fault can be fixed by going around the error or providing the Customer with writteninstructions on how to go around the error, provided that this can be done without causingadditional costs and substantial inconvenience to the Customer. The warranty period is 90days from the date of delivery of the On-site Software. The warranty requires that the Onsite Software is used in an environment agreed upon or otherwise specified by the Supplier.The Supplier may choose to carry out repairs under warranty from its office or by othersuitable means. The warranty does not cover the correction of errors caused by: (a) use thatis in violation of the Agreement or the written instructions provided by the Supplier, or (b) aproduct not by the Supplier, or (c) modifications or corrections made by the Customer or athird party. 18.10 If the fault reported by the Customer is not covered by the warranty, the Supplier hasthe right to charge a fee for finding and locating the fault in accordance with the agreedgrounds for charge. In addition, the Supplier has the right to charge the Customer forcorrecting a fault not covered by the warranty. The Supplier’s responsibility for faults in theOn-premises Software is limited to fulfilling the warranty obligations specified in section 7.After the end of the warranty period, the Supplier’s responsibility for faults in the Onpremises Software is limited to the obligations possibly specified in a maintenance andsupport agreement. 18.11 The Supplier is responsible for ensuring the availability of maintenance and supportfor the On-premises Software for a minimum of five (5) years from the date of delivery. Inaddition, the Supplier is responsible for ensuring that support and maintenance are availablefor all versions of the On-premises Software for a minimum of twelve (12) months from thepublication of the following version of the On-premises Software. The Supplier must notifythe Customer about support and maintenance becoming unavailable at least six (6) monthsin advance. 18.12 The Customer is obligated to maintain reliable records that enable the verification ofcompliance with agreed terms of use and other obligations. The Customer must, at therequest of the Supplier and at regular intervals, verify the Customer’s user volumes, numberof persons, use volumes and other applicable indicators for the Supplier’s products andservices. The Supplier, or, if selected by the Customer, an approved and independentauditor, also has the right to audit the documents listed above at the Customer’s premises.The Supplier has the right to conduct the audit at reasonable intervals; however, the auditmust be conducted at least once every 6 months. The inspection must be carried out duringthe Customer’s normal business hours. The Supplier is responsible for all of the expensescaused to the Supplier by the inspection. However, if any breaches of the terms of user rightor unpaid user right fees are detected during the inspection, the Customer must without delay pay the remaining difference to the Supplier and/or correct the error/defect. Inaddition, the Customer must pay all reasonable expenses that the inspection has caused tothe Supplier. The Supplier is obligated to ensure the confidentiality of all account andbookkeeping material it has received, and it must commit to not use them for purposesother than those mentioned in the Agreement. 19 SPECIAL TERMS OF MAINTENANCESERVICES 19.1 These special terms of maintenance services in accordance with section 19 apply if andto the degree that the Software specified in the Service Description is a software versiondownloaded to be used on the Customer’s own server and the maintenance of the Softwarehas been agreed upon in the Service Description. If these special terms are contradictory towhat has been agreed elsewhere in these Terms and Conditions, these special terms apply. 19.2 The Supplier is responsible for (a) the maintenance service being provided by staff withexpertise on the Software, and (b) the maintenance service being carried out carefully andwith the required competence, in accordance with the agreed schedule. Maintenanceservices are carried out in accordance with the Supplier’s working methods. The Suppliermust document all measures carried out for the maintenance service appropriately and, ifrequested by the Customer, identify the individual measures. 19.3 If agreed in writing that the maintenance service will be completely or partiallyprovided as remote work, the Supplier is, for its part and at its own expense, responsible forensuring that it has the data connections, devices, software and data security systemsrequired for remote work. 19.4 The Customer must ensure that persons carrying out maintenance services have, incompliance with agreed instructions and regulations, access to the Customer’s devices andsoftware required for performing the maintenance services. At the request of the Supplier,the Customer must provide the Supplier with user manuals and other documentation relatedto the software to enable them to perform the maintenance services. 19.5 At the request of the Supplier, the Customer must, free of charge, provide the Supplierwith premises, data carriers and other equipment and information related to the use ofdevices and software that the Supplier may justifiably need for performing maintenanceservices. If any error messages occur, the Customer must report them immediately and callmaintenance and, when requested, identify or describe the error. At the request of theSupplier, a representative of the Customer must be reachable while the maintenanceservices are being carried out. 19.6 If agreed in writing that the maintenance service will be completely or partiallyprovided as remote work, the Customer is, for its part and at its own expense, responsiblefor ensuring that it has the data connections, devices, software and data security systems required for remote work. Unless otherwise agreed in writing, the Customer is responsiblefor installing software updates and new versions of software in its use environment. For anymatters regarding maintenance services, the Customer’s contact person indicated in theAgreement or otherwise in writing will contact the Supplier. 19.7 The parties to the Agreement agree in writing on the content and service level of themaintenance service, as well as the possible consequences of deviating from the servicelevel. If no agreement has been made concerning the content and service level of themaintenance service, the Supplier’s currently valid terms of maintenance are regarded asprimary and those of the manufacturer as secondary. 19.8 A software error can be fixed by going around the error or providing the Customer withwritten instructions on how to go around the error, provided that this can be done withoutcausing additional costs and substantial inconvenience to the Customer, or by providing theCustomer with a software update that can be used to fix the error or go around it. 19.9 Maintenance provided for a regular fee does not cover software modifications or thecorrection of errors caused by: (a) use that is in violation of the Agreement or the writteninstructions provided by the Supplier, or (b) a product not by the Supplier, or (c)modifications or corrections made by the Customer or a third party. If the fault reported bythe Customer is not covered by the regular fee, the Supplier has the right to charge a feefor finding and locating the fault in accordance with the agreed grounds for charge. Inaddition, the Supplier has the right to charge the Customer for correcting a fault notcovered by the regular fee as agreed. 20 SPECIAL TERMS OF CONSULTING ANDOTHER EXPERT SERVICES 20.1 These special terms of consulting and other expert services in accordance with section19 apply if and to the degree that it has been specified in the Service Description or theCustomer has otherwise ordered a customer-specific consulting service that requiressoftware expertise pertaining to the use or content of software. If these special terms arecontradictory to what has been agreed elsewhere in these Terms and Conditions, thesespecial terms apply. 20.2 Unless otherwise agreed in writing, the intellectual property rights of any documentsand other results of the expert service and any modifications thereto made by the Supplierbelong to the Supplier.