GOVERNING LAW AND DISPUTE RESOLUTION
The governing law and dispute resolution mechanism that apply to this Agreement are set out in Appendix 1 (General Terms and Conditions).
APPENDIX 1 – GENERAL TERMS AND CONDITIONS
This Appendix 1 (General Terms and Conditions) constitutes an appendix to the Main Agreement entered into between FigureFlow and the Customer and governs the Parties' responsibilities and obligations in relation to the Services under the Agreement.
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 FigureFlow connects the Services to the internet unless the Parties have agreed otherwise.
"Agreement" has the meaning set forth in the recital of the Main Agreement, which means the Main Agreement including its appendices, entered into between the Parties.
"Customer" has the meaning set forth in the recitals of the Main Agreement.
"Customer's Data" means data or other information, excluding personal data, that the Customer or User, or another party on the Customer's or a User's behalf, includes in the Service or in any other way puts at FigureFlow's disposal.
"Customer's Software" means the software, excluding personal data, owned by the Customer or which the Customer is entitled to use in accordance with an agreement with a third party, and which is used in the Services.
"Disclosing Party" has the meaning set forth in Clause 10.1.
"Effective Date" means the date on which the Parties entered into this Agreement. In relation to Customers using the Trial Services, the Effective Date means the date on which the trial period starts.
"Main Agreement" means the main agreement to this appendix, as set forth in the recitals of the Main Agreement.
"Party" or "Parties" has the meaning set forth in the recitals of the Main Agreement.
"FigureFlow" has the meaning set forth in the recitals of the Main Agreement and refers to FigureFlow AB.
"Receiving Party" has the meaning set forth in Clause 10.1.
"SCC" means the Arbitration Institute of the Stockholm Chamber of Commerce.
"Services" means the services that are ordered by the Customer and provided by FigureFlow, as further defined in Clause 1.1 of the Main Agreement.
"Third Party Software" means software owned by a third party and licensed to FigureFlow, 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 FigureFlow, if any.
"Trial Services" has the meaning set forth in Clause 3.1 in the Main Agreement.
"User" means the Customer's personnel, consultants, or other parties or individuals who are authorized by the Customer to use the Services.
2. FIGUREFLOW'S UNDERTAKINGS
2.1 FigureFlow shall, from the Effective Date, provide the Services, including Trial Services if applicable, at the Access Point in accordance with the terms and conditions of the Agreement.
2.2 FigureFlow may engage sub-contractors for performance of the Services and other obligations under the Agreement. Except as under Clauses 11.1.4 and 12.3 below, FigureFlow has the same responsibility for work performed by sub-contractors as for its own work.
3. THE CUSTOMER'S UNDERTAKINGS
In order to enable FigureFlow to perform its obligations under the Agreement, the Customer is responsible for the following:
a) Connection and Equipment: 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.
b) Software Faults: Faults and defects in the Customer's Software and the subsequent non-availability of the Services.
c) Data Backup: Customer's Data, including backup of Customer's Data, unless otherwise stated in the Agreement.
d) Data Integrity: That (i) the Customer's Data is free of viruses, trojans, worms, or other harmful software or code; (ii) Customer's Data is in the agreed format; and (iii) Customer's Data cannot, in any other way, damage or interfere with FigureFlow's system or the Services.
e) Confidentiality: The Customer shall ensure that log-in information, security methods, and other information provided by FigureFlow for access to the Services are handled confidentially in accordance with Clause 10 (Confidentiality). The Customer shall notify FigureFlow immediately in the event of any unauthorized access. This obligation includes ensuring that authorized Users do not share log-in information with others.
f) Infringement Notification: The Customer shall notify FigureFlow immediately upon discovery of any infringements or attempted infringements that might affect the Services.
g) Compliance: The Customer shall ensure that all Users will follow all applicable laws, guidelines, and recommendations when using the Services.
4. THE CUSTOMER'S USE OF THE SERVICES
4.1 License Grant: Subject to the Customer's fulfillment of the terms of the Agreement, FigureFlow grants the Customer a non-exclusive, non-transferable, and revocable license to use the Services for the Customer's own internal business purposes, and for such purposes, a license to grant to the applicable number of Users, a right to access and use the Services during the term of the Agreement.
4.2 Restrictions: The Customer may not: (i) copy or transfer any software, content, or source code included in the Services without written permission from FigureFlow; (ii) let anyone other than the Users nominated in accordance with Clause 4.3 use the Services; and/or (iii) use the Services in any way that causes, or may cause, damage to the Services or FigureFlow, impairment of the availability or accessibility of the Services, or in any way which is unlawful, illegal, fraudulent, or harmful.
4.3 User Authorization: The Customer or the Customer's contact person shall specify each User authorized to use the Services by inviting them to the Services. If a person is no longer authorized, the Customer shall immediately ensure their access is removed.
4.4 User Responsibility: 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.
4.5 Compliance with Instructions: The Customer is required to follow any written information provided by FigureFlow for the use of the Services, which may include documents from Third Party Software providers.
4.6 Data Control: 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.
5. LIMITATION OF ACCESS TO THE SERVICES
5.1 Right to Restrict Access: In addition to what is set out in Clause 5.3.2 in the Main Agreement, FigureFlow has the unrestricted right to temporarily or permanently restrict access to the Services by the Customer or a User, or terminate the Agreement or a User account, with immediate effect if the Customer or a User:
a) Processes information in a way that infringes another party's rights or is illegal, unethical, or immoral; or
b) Without authorization, attempts to destroy, distort, or obtain access to information within the Services.
5.2 Notification: If FigureFlow exercises this right, it shall notify the Customer unless prohibited by law. FigureFlow has a right to compensation for loss or damage caused by the Customer's or User's actions.
5.3 Maintenance Measures: FigureFlow may carry out measures affecting the availability of the Services for technical, maintenance, operational, or safety reasons. Such measures shall be performed promptly and in a manner that limits disruption, preferably outside normal office hours (CET/CEST 08.00-17.00 on business days).
6. CONTACT PERSONS
The Customer shall designate a contact person responsible for cooperation regarding the Agreement and notify FigureFlow of this person. If not notified, the person entering into this Agreement on behalf of the Customer will be considered the contact person.
7. CUSTOMER'S DATA
7.1 Ownership: In the relationship between the Customer and FigureFlow, the Customer holds all rights pertaining to Customer's Data.
7.2 Liability: FigureFlow does not assume any liability for Customer's Data.
7.3 Responsibility and Indemnity: The Customer is solely responsible for Customer's Data and must ensure compliance with all applicable laws. The Customer shall indemnify and hold FigureFlow harmless from all costs, expenses, damages, and losses arising from any breach by the Customer under this Clause 7.
7.4 Right to Delete Data: FigureFlow has the right to delete Customer's Data:
a) In accordance with Clause 15 (Winding Up the Services) at termination of the Agreement.
b) After thirty (30) days' notice if FigureFlow believes the Customer has handled information in a way that entails a breach of rights or is unethical.
c) After thirty (30) days' notice if the Customer does not comply with applicable legislation regarding the processed information.
7.5 Technical Transfers: FigureFlow has the right to transfer information in the Services for technical reasons. Recovery of backed-up information may be requested by the Customer for a fee.
8. LOGS
8.1 Usage Logs: FigureFlow keeps a log over the use of the Services. Data from the log may be used by FigureFlow for performing and developing the Services, statistical and administrative purposes, clarifying misuse or infringements, and providing information to public authorities.
9. PERSONAL DATA
9.1 Synthetic Data Usage: The Customer is responsible for ensuring that only synthetic data is used within the Service, and testing must not include personal data. The Parties agree that no personal data will be processed in the Service.
9.2 Contact Person Data: Each Party is responsible for its own processing of personal data about contact persons and must ensure compliance with applicable law.
10. CONFIDENTIALITY
10.1 Confidential Information: Each Party ("Receiving Party") undertakes not to disclose confidential information obtained from the other Party ("Disclosing Party") to a third party.
10.2 Use of Confidential Information: FigureFlow undertakes to use confidential information only for maintaining the Services and ensures personnel and sub-contractors access it only as necessary.
10.3 Definition: Confidential information includes all information, including Customer's Data and technical or commercial information, except for information that:
a) Was independently developed by FigureFlow without reference to Customer's Data.
b) Is publicly known or becomes public through no breach by the Receiving Party.
c) The Receiving Party can show was known through other means.
d) Is received from a third party without confidentiality obligations.
e) The Receiving Party is obliged to disclose under law or court order.
10.4 Disclosure Requests: Unless prohibited by law, the Receiving Party shall notify the Disclosing Party of any legally binding requests for disclosure of confidential information.
10.5 Ensuring Confidentiality: The Receiving Party shall ensure confidentiality is maintained by entering into agreements with employees and ensuring sub-contractors comply with equivalent confidentiality obligations.
11. INTELLECTUAL PROPERTY RIGHTS
FigureFlow and/or its licensors hold all rights to the Services and the software included. Nothing in the Agreement transfers intellectual property rights between the Parties.
11.1 FigureFlow's Responsibility
11.1.1 Non-Infringement: FigureFlow shall ensure that the Customer's use of the Services does not infringe any intellectual property rights. FigureFlow will defend the Customer against claims of infringement and indemnify for costs resulting from a final judgment or settlement.
11.1.2 Conditions: This obligation applies only if the Customer notifies FigureFlow promptly and allows FigureFlow sole control over the defense and settlement.
11.1.3 Remedies: If infringement is claimed, FigureFlow will obtain necessary rights, replace or modify the Services, or terminate the Agreement and refund unused prepaid fees.
11.1.4 Third Party Software: For infringement claims related to Third Party Software, FigureFlow's liability is limited to actions in Clause 12.3.
11.1.5 Limitation: Unless stated, FigureFlow has no liability for infringements of third-party rights.
11.2 Customer's Responsibility
11.2.1 Rights to Data: The Customer must obtain necessary rights to use Customer's Data in the Services and will defend and indemnify FigureFlow against infringement claims due to Customer's Data.
11.2.2 Conditions: This obligation applies only if FigureFlow notifies the Customer promptly and allows the Customer sole control over the defense and settlement.
11.2.3 Software Rights: The Customer is responsible for obtaining rights if a third party alleges infringement by the Customer's Software.
11.2.4 Limitation: Unless stated, the Customer is not liable for infringements of third-party rights.
12. LIABILITY FOR THE SERVICES
12.1 Service Basis: The Services are provided "as is" and "as available," given their AI-based nature.
12.2 Faults: FigureFlow shall use commercially reasonable efforts to remedy faults for which it is responsible.
12.3 Third Party Software: The Customer acknowledges that the Services are based on Third Party Software, and FigureFlow's obligations are limited to reporting issues to the provider and implementing solutions.
12.4 Limitation: Unless stated, FigureFlow has no other liability for faults or non-performance.
13. LIMITATION OF LIABILITY
13.1 Damages Cap: A Party's liability is limited to fifteen (15) percent of the paid annual fee per calendar year. Neither Party is liable for indirect damages or third-party liabilities, except as stated in Clauses 11 and 7.3.
13.2 Exclusions: FigureFlow is not liable for issues caused by the Customer's Software or test environment unless due to FigureFlow's negligence.
13.3 Data Loss: FigureFlow is not liable for data loss unless caused by its negligence regarding backup commitments.
13.4 Exceptions: The limitation does not apply to personal injury, intentional misconduct, or gross negligence.
13.5 Claims Period: Claims must be submitted within six (6) months of the damage, but no later than three (3) months after Agreement termination.
14. FORCE MAJEURE
14.1 Relief from Liability: FigureFlow is not liable for failures due to causes beyond its reasonable control, such as war, natural disasters, pandemics, cyber-attacks, or third-party failures due to such causes.
14.2 Termination Right: If Services are prevented for more than one (1) month due to such causes, either Party may terminate the Agreement without liability. Clause 15 applies upon termination.
15. WINDING UP THE SERVICES
15.1 Data Retrieval: Upon termination, the Customer must collect any Customer Data within sixty (60) days.
15.2 Assistance: FigureFlow will assist with data transfer upon request within this period, for a fee.
15.3 Data Deletion: After this period, FigureFlow will delete or render inaccessible the Customer's Data within a reasonable time, no later than twelve (12) months after Agreement expiry.
15.4 Compensation: FigureFlow is entitled to reasonable compensation for work or costs under this clause.
15.5 Right to Delete: FigureFlow may delete Customer Data as stated in Clause 7.4.
16. NOTICES
Unless otherwise stated, notices shall be sent by courier, registered mail, or email to the contact person. Notices are deemed received:
a) Upon delivery if by courier;
b) Five (5) days after dispatch if by registered mail; or
c) When the email arrives at the recipient's address.
17. CHANGES TO THIS AGREEMENT AND THE SERVICES
17.1 Minor Changes: FigureFlow may make minor changes to the Services or Agreement without prior notice.
17.2 Significant Changes: Significant changes will be notified at least thirty (30) days in advance. The Customer may terminate the Agreement if they do not accept the changes.
18. SEVERABILITY
If any provision is deemed invalid, the Parties shall modify it to reflect the Agreement's intent. If modification is not possible, the provision is deemed deleted, and the rest remains in force.
19. TRANSFER OF THE SERVICES AND THE AGREEMENT
19.1 Assignment: No Party may assign the Agreement without the other's consent, except FigureFlow may assign to a group company or in a merger, acquisition, or asset sale.
19.2 Payment Rights: FigureFlow may assign the right to receive payment without the Customer's consent.
20. GOVERNING LAW AND DISPUTE RESOLUTION
20.1 Governing Law: This Agreement is governed by Swedish law.
20.2 Arbitration: Disputes shall be settled by arbitration administered by the SCC.
20.3 Rules: The Rules for Expedited Arbitrations apply unless the SCC decides otherwise.
20.4 Language and Seat: Proceedings shall be in English, seated in Stockholm, Sweden.
20.5 Confidentiality: All arbitration proceedings and information disclosed are confidential.
APPENDIX 2 – INTEGRATION TERMS
This Appendix 2 (Integration Terms) constitutes an appendix to the Main Agreement and regulates the terms for integration services and third-party applications. If the Customer integrates with FigureFlow through Fortnox, the terms in this Appendix 2 shall apply. If the Customer purchases services directly from FigureFlow, the General Terms and Conditions in Appendix 1 shall apply instead.
1. PARTIES
1.1 This Agreement regulates the relationship between Fortnox customers ("End User") and Fortnox App-Partner ("App Developer"), from which the End User has acquired the right to use Licensed Applications ("App") through Fortnox App-market.
2. BACKGROUND
2.1 Fortnox AB ("Fortnox") develops and provides internet-based programs and services within finance and administration.
2.2 Fortnox also distributes the App to the End User through Fortnox App-market.
2.3 Apps distributed through Fortnox App-market give the End User a right to use these provided that this Agreement is entered into between the End User and App Developer. The End User may also need to enter into the App Developer's Supplementary Agreement. "Supplementary Agreement" means that the App Developer and End User can agree on such additional matters that are not covered by this Agreement. This Appendix 2 applies only to customers who integrate via Fortnox.
3. APP DEVELOPER'S OBLIGATIONS
3.1 The App Developer may not use the App to gain unauthorized access to, disrupt, introduce computer viruses, computer worms, Trojans, or any other type of malicious code in the End User's hardware and/or systems.
3.2 The App Developer may not use the App or the End User's products and/or services in a way that could harm the End User.
3.3 The App Developer may not use the App in violation of, or in a way that alludes to violation of, applicable laws and regulations or otherwise in a non-beneficial way for the End User.
3.4 The App Developer undertakes to provide the Fortnox-integrated App to the End User in accordance with this Agreement and any Supplementary Agreement.
3.5 The App Developer undertakes to provide support to the End User regarding the App.
4. END USER'S OBLIGATIONS
4.1 The End User is obligated to follow applicable and written instructions regarding the use of the App.
4.2 The End User is responsible for storing all passwords to the App in a secure manner. The End User is solely responsible if any unauthorized person, who should not have access to the App, gains access to the App via the End User.
4.3 The End User may not use the App in an illegal way or in any other way that could cause damage to the App Developer and/or Fortnox.
4.4 The End User shall only use the App for legal purposes and only according to the terms in this Agreement and any Supplementary Agreement.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 This Agreement does not in any way mean that copyright or other intellectual property rights to the App are transferred to the End User or any other third party.
6. AVAILABILITY
6.1 The App Developer undertakes to provide the App to the End User 24 hours a day, year-round, according to the same availability requirements that Fortnox has committed to towards the End User. Fortnox's availability guarantee is stated in Fortnox's terms and conditions.
6.2 If availability falls below 99.8% during a thirty (30) day period, it is considered a material breach of contract by the App Developer, and the End User has the right to terminate the Agreement with immediate effect regardless of what is stated about correction according to section 12.2 in this Agreement.
6.3 The App Developer has the right to provide the App to the End User via its own service only in the case where availability is interrupted due to Fortnox's decision, for example through the termination of the contractual relationship between the App Developer and Fortnox.
7. PROCESSING OF PERSONAL DATA
7.1 The App Developer shall process personal data regarding the End User in accordance with applicable data protection regulations and other applicable law. The App Developer shall ensure that the End User receives legal opportunity to invoke their rights in accordance with applicable data protection regulations.
8. CUSTOMER DATA
8.1 The App Developer has the right to use all information that is not personal data that the End User shares when using the App, or that becomes available to the App Developer through the End User's use of the App ("Customer Data"), only for the purpose of developing and improving the App and the App Developer's other services.
8.2 The App Developer has the right to use Customer Data as specified in section 8.1 above, even after the Agreement has expired regardless of the reason for termination.
9. COMPLAINTS
9.1 Any complaints regarding the App shall be made to Fortnox through a message to
avtal@fortnox.se provided that the App is distributed through Fortnox App-market. Fortnox will forward these complaints to the App Developer.
10. PAYMENT AND INVOICING
10.1 For purchases of Apps that the End User makes in Fortnox App-market, payment shall be made by the End User to Fortnox. The purchase shall be invoiced in accordance with Fortnox's payment and invoicing terms. The App Developer shall notify the End User if there are any price changes. The notification occurs thirty (30) days before the price change takes effect. The price change always takes effect first at the next billing period.
10.2 The End User is aware of and accepts that there may be other costs related to the App's use that are not invoiced by Fortnox but by the App Developer or other third party according to their respective payment and invoicing terms. The App Developer shall clearly notify the End User of such costs in writing before they arise.
10.3 The End User has the right to thirty (30) days open purchase.
11. APP DEVELOPER'S RESPONSIBILITY
11.1 The App Developer is responsible towards the End User for all claims and complaints from/by the End User related to the App and its provided services. The App Developer guarantees that they hold all necessary rights, including intellectual property rights, to fulfill their obligations towards the End User according to this Agreement.
12. TERMINATION OF AGREEMENT
12.1 In addition to what is stated in sections 6.2 and 12.2, the End User has the right to terminate this Agreement and thereby the use of the App through written notice or through their Fortnox program under "My Subscription". Termination must occur at least one (1) month before the next invoicing. If this Agreement is not terminated by the End User according to the preceding sentence, it is automatically extended with the same time period that the End User follows according to Fortnox Service Terms.
12.2 Both parties have the right to terminate the Agreement with immediate effect if the other party has committed a material breach of this Agreement and has not taken corrective action within thirty (30) days after written notice from the other party thereof. In this case, the End User has the right to refund of such amount that the End User has paid in advance to Fortnox for the use of the App and which at the time of termination has not been consumed.
13. CHANGES TO THE AGREEMENT
13.1 The App Developer undertakes not to enter into Supplementary Agreements or change this Agreement to the disadvantage of the End User.
13.2 Changes and additions to the Agreement are binding only if they are in writing and signed by both parties.
14. APPLICABLE LAW AND COURT
14.1 Swedish law shall apply to the Agreement.
14.2 Any disputes between the App Developer and the End User shall be settled by competent general court in Sweden.
