ACCURE GENERAL TERMS AND CONDITIONS
Accure Business Cloud – Europe, Asia and USA (outside Scandinavia)
1 DEFINITIONS
1.1 User is defined as the party which uses the Service.
1.2 Agreement means the agreement, with all annexes, of which these General Terms and Conditions form an integral part.
1.3 The Implementation Plan, Project or Onboarding refers to the timetable that applies and the measures required to implement the Service at the Client.
1.4 Supplier is defined as the party which provides the Service.
1.5 Service means the provision of services that develop new customer-specific functionality that the Supplier must provide according to the Service Description.
1.6 The Service Description means the description of the Service that these General Terms and Conditions regulate.
1.7 Principal is defined as the party who commissions the Supplier to provide the Service.
1.8 Start date means the day agreed between the Supplier and the Principal who uses the service when the Service is put into operation.
2 PRIORITIES BETWEEN AGREEMENTS FOR THE SERVICE
2.1 Agreements for the Service’s various documents shall apply in the following order of priority:
1. Prices and compensation for the service
2. Written Supplementary Agreement for the Service between the Supplier and the Principal, if drawn up
3. The service description
4. These General Terms and Conditions
2.2 In the event of a conflict between the various documents of the Agreement, these shall have priority in accordance with what is stated in point 2.1.
3 THE IMPLEMENTATION PLAN
3.1 The implementation plan (Onboarding) describes the measures required for the Service to function in accordance with the Service Description at the Client and the timetable during which these measures are to be taken.
3.2 The implementation plan must be drawn up in writing by the parties jointly either before the conclusion of the Agreement or immediately afterwards.
3.3 When the measures according to the Implementation Plan have been carried out, the parties must determine a date when the Service will begin to be provided, referred as Start Date.
4 THE SERVICE DESCRIPTION
4.1 The service description describes the agreed scope and the requirements that the parties have agreed shall apply to the Service. The service description shall apply together with any agreed deviations and additions noted in this Agreement or in a later document signed by authorized representatives of both parties.
4.2 The Supplier may, without prior notification to the Client, make changes to the Service that reasonably do not cause inconvenience to the Client.
4.3 The Supplier may make other changes to the Service without informing the Client beforehand. Information about these changes must be of such a nature that changes in the configuration of the Service must not take place before the change.
4.4 In the case of changes of a major nature, which require an effort by the Client, the Supplier must inform the Client one (1) month before the change to the Service, in the case of minor changes, three (3) months before in the case of major changes.
4.5 The Supplier shall strive to primarily make minor changes to the Service that do not involve the Client if this can be executed instead of major changes.
4.5 The supplier’s changes according to this clause must not conflict with agreed basic requirements for the Service according to clause 4.1.
5 SUPPLIER’S COMMITMENT
5.1 The supplier undertakes to:
i) Carry out the necessary and agreed implementation measures in accordance with the Implementation Plan at the Client,
ii) provide the Service according to the Service Description,
iii) ensure that only information that has been transmitted by authorized senders specified in point 8.1 is entered and processed in the Service,
iv) to return such transmitted information within a reasonable time to the Principal’s authorized recipient or the recipient of information defined by the party or otherwise make
information available to the Principal in accordance with the agreement,
v) automatically monitor the Service throughout the year, around the clock, every day of the week, so-called 24/7/365 and have an action plan for handling deviations in the operation of the Basic Service, so-called Operation
vi) provide support for the Service available via telephone, email or “chat function” in the Service, normal Swedish office hours (Monday to Friday 8.00 – 17.00 except for public holidays)
vii) document deviations in the Service through the Accure Support case management system for follow-up and control
viii) produce incident reports and so-called “lesson learned” reports in connection with an incident to improve support and monitoring of the Service
ix) to perform the Service in a professional manner, as well as
x) to inform the Principal about current rules for design of return and sender identification on the shipment.
6 AVAILABILITIES
6.1 The supplier is obliged to keep the Service available in the manner specified in the Service Description according to 99.5% of the hours of the entire year.
6.2 However, the supplier has the right to take measures during office hours or other times of the day when this is necessary that affect the availability of the Service if it is required for technical, maintenance, operational or security reasons. The supplier must perform such measures promptly and in such a way that the disturbances are limited. The client must be notified in timely
manner and normally no later than one week in advance of planned interruptions.
7 PRINCIPAL’S COMMITMENT
The client undertakes to:
i) Provide the Supplier with the assistance and access to personnel, premises, information, and computer systems necessary for the proper implementation of the Implementation Plan,
ii) ensure that the information transmitted to the Supplier for use in the Service meets the requirements that have been agreed upon,
iii) give the Supplier access to the agreements signed with the Client’s subcontractors where this is necessary for the Supplier to perform the Service unless such access is prevented by existing confidentiality clauses,
iv) specify contact persons according to point 8.1 below,
v) not use resources or seek unauthorized access to the Supplier’s system, which are not intended for the Client,
vi) pay overdue fees, and
vii) follow the instructions given by the Supplier regarding the return and sender designation on the shipment and submit proofreading.
8 COOPERATION
8.1 The client must specify a contact person whom the supplier can contact regarding questions about the execution of the service. The contact person must indicate who may transmit information to the Supplier for use of the Service (authorized senders) and who may receive information from the Supplier that has been processed in the Service (authorized recipients) or to the Supplier in general, describe
how the delivery of information that has been processed in the Service must transferred.
8.2 The Supplier must continuously inform the Client in which way the Supplier can be contacted regarding the execution of the Service.
9 THE RISK OF TRANSMITTED INFORMATION
9.1 The Supplier is not responsible for loss or distortion of the information conveyed through the Service unless the Supplier is responsible for this according to clause 14.5.
9.2 The Supplier is not obliged to take a backup copy of the information transferred from the Client to the Supplier.
9.3 If Users can provide information to the Service, the Supplier must store such information to the extent agreed. If the parties have not agreed anything to that effect, information must be stored until it has been logged as sent from the Supplier to the Client according to the Supplier’s log. If the information is not transferred from the Supplier but is made available to the Client in another way, the information must be stored with the Supplier for one (1) day after the information has been made available to the Client.
10 RESPONSIBILITIES FOR THE CONTENT OF INFORMATION PROVIDED
10.1 The Client is responsible to the Supplier for ensuring that information that has been transferred to or handled within the Service does not constitute an infringement of third man’s right or in any other way conflicts with current legislation.
10.2 When information can be provided by the User, the Client is responsible for having such oversight of information as is necessary, so that the party can prevent further dissemination of information in accordance with what is required under current legislation.
10.3 The supplier has the right to access all information that has been transferred or provided to the Service to be able to fulfill its obligations under the Agreement.
10.4 The supplier has the right to immediately prevent further dissemination of information in the Service if it can reasonably be assumed that further dissemination is contrary to current legislation.
11 USER REGISTRATION
11.1 The supplier keeps a log of the use of the Service to the extent this is permitted according to current legislation. Unless otherwise agreed, information from the log of the use of the Service may only be used by the Supplier for what is required for the performance of the Service. The Supplier must allow the Principal to take part in the data that the Supplier registers regarding the use of the Service as above if this has been specifically agreed upon.
12 FEES
12.1 The fees for the Service appear in the Agreement. Payment must be made within thirty (30) days from the date of the invoice.
12.2 VAT is added to the fees. If the Supplier has imposed too low a value-added tax on the Client, the Supplier has the right, where applicable, to subsequently impose and charge such additional value-added tax.
12.3 If payment is not made on time, the Supplier has the right to charge a reminder fee and, where applicable, a debt collection fee as well as late payment interest from the due date until full payment is made. The supplier has the right to charge interest on overdue amounts according to an interest rate corresponding to the reference rate determined by Swedish National Bank at any time, with an addition of eight (8) percentage points.
Payment terms for late payment interest invoices are 10 days.
12.4 The supplier has the right to adjust the prices in the event of any extraordinary changes in tariffs and regulations from postal operators, service providers used for third-party services via the Accure Service Gateway (for example eInvoices, EDI, Fax, SMS, Postage Print) or any material suppliers.
13 CREDIT TERMS
13.1 Credit terms appear in the price appendix and are based on the Supplier’s credit check by the Principal at the time of signing the Agreement.
13.2 The credit limit stated in the price appendix is the highest permitted outstanding claim on each occasion. If the credit limit is expected to be exceeded, the Principal must inform the Supplier in advance of this for a renewed credit assessment.
13.3 The Supplier reserves the right to request changed credit conditions during the current contract period if an updated credit check by the Client yields an outcome that is significantly different from the credit check at the time of signing the Agreement.
13.4 Changes to the credit terms according to point 13.3 above must be agreed in writing between the Supplier and the Principal.
14 SUPPLIER’S RESPONSIBILITY
14.1 The supplier is responsible according to the provisions below in this clause 14 for errors in the Service which consist in it not meeting the Service Description. The supplier’s responsibility does not include errors that are without significance for the intended use of the Service and that cannot reasonably be considered to cause anything other than minor inconvenience to the Client. The Supplier’s responsibility does not cover errors that are caused by the Supplier exercising its right according to point 10.4.
14.2 The Client must report errors in the Service to the Supplier within a reasonable time after the error is discovered. The Supplier is
obliged to remedy errors in the service provided by the Supplier during normal working hours at its own expense to the extent that the deficiency can be remedied.
14.3 If the Client has not been able to use the Service in the intended way, or if the use of the Service has meant that errors have occurred regarding the shipments that the Service handles as a result of errors in the Service for which the Supplier is responsible, the Client is entitled to receive a reduction of the fee that relates to The service and which corresponds to the extent of the error. Claims for a reduction must be submitted no later than two months after the end of the period for which compensation is requested.
14.4 If a month has passed since the Client reported that the Service could not be used in the intended way because of errors for which the Supplier is responsible, the Client has the right, if the error persists, to terminate the agreement in writing until immediate termination.
14.5 The Supplier is liable with the limitation that follows from clause 14.6 for damages caused by negligence on the part of the Supplier or a subcontractor engaged by the Supplier.
14.6 The supplier’s liability for damages shall, unless there is intent or gross negligence, be limited to direct losses per contract year to a total amount of one (1) month’s fee for the Service excluding postage and third-party fees when it is included in the service, however no more than an amount of one (1) time the relevant price base amount at the time of the occurrence of the damage. Price base amount means price base amount according to the Act (1962:381) on general insurance.
14.7 The supplier’s responsibility for the Service including errors, delays, distortions, loss of information is limited to the above.
14.8 The Principal may enforce the penalty as above only if the Principal has notified the Supplier thereof, no later than thirty (30) days after the Principal notices or removes notice of the basis for the claim.
15 TERMINATIONS OF AGREEMENT/TERMINATION OF SERVICE
15.1 The supplier has the right to immediately suspend provision of the Service or terminate the agreement in writing with immediate effect if
i) The Principal breaches a provision in this Agreement in a material respect and rectification of such breach of contract does not take place within thirty (30) days from receipt of written notification thereof from the Supplier, or
ii) The client is in arrears with the payment of the due fee and has not paid the fee within thirty (30) days of being requested to do so, or
iii) The principal is declared bankrupt, begins company restructuring, goes into liquidation, fails to fulfill another non-contentious obligation, or can otherwise be assumed to have become insolvent, or
iv) The client’s credit rating upon renewed credit check has significantly deteriorated compared to the credit check carried out at the time of signing the Agreement, and the parties within fourteen (14) days of the Supplier requesting this have not agreed on changed credit terms according to 13.4.
15.2 The supplier also has the right to limit use of the Service in accordance with point 10.4 above.
15.3 The Supplier’s right to suspend provision of the Service or to terminate the agreement in writing does not exist if the Client’s negligence is of minor importance or if the Supplier has granted a delay in payment.
15.4 The principal has the right to terminate the agreement in writing
i) The Supplier materially breaches a provision in this Agreement and correction of such breach of contract does not take place within fourteen (14) days from receipt of written notice thereof from the Client, or
ii) The principal is declared bankrupt, begins company restructuring, goes into liquidation, fails to fulfill another non-disputable obligation, or can otherwise be assumed to have become insolvent.
16 FORCE MAJEURE
If a party is prevented from fulfilling its obligations under this agreement due to circumstances beyond the party’s control, such as lightning strikes, labor disputes, fires, seizures, government regulations, interruptions in public communications including access to public networks such as the Internet, and errors or delays in services from subcontractors due to the circumstances stated here, this shall constitute grounds for exemption which entail a postponement of the time of performance and exemption from, damages and other possible penalties. If the performance of the Service has been prevented to a significant extent for longer than one (1) month due to a certain circumstance stated above, each party may withdraw from the agreement in writing without liability for compensation.
17 PERSONAL DATA PROCESSING
17.1 The agreement constitutes the written agreement that the Personal Data Act and the GDPR require as a requirement for an agreement between a personal data controller (the Client) and the personal data assistant (the Supplier) if personal data is processed. The client, as a personal data controller, is responsible for all
processing of personal data in accordance with the Personal Data Act.
17.2 The Supplier undertakes, in its capacity as a personal data processor, to only process personal data in accordance with the agreed services and the Principal’s instructions.
17.3 The Supplier must be prepared to take the measures referred to in § 31, first paragraph of the Personal Data Act, which means that the Supplier must take appropriate technical and organizational measures to protect the personal data processed on behalf of the Client. The Principal shall order the appropriate technical and organizational measures based on the Principal’s assessment of the personal data that the Supplier shall handle, which may be required in addition to what is apparent from the agreed service.
17.4 The supplier must be prepared to comply with decisions taken by the Data Inspection Authority on measures to fulfill the law’s security requirements. If the Supplier incurs extra costs to meet changed safety requirements or the Principal’s instructions as above, the Principal must reimburse the Supplier for these costs.
17.5 The supplier must allow the inspections that the Swedish Data Protection Authority may require for the processing of personal data.
18 INTELLECTUAL RIGHTS
All intellectual property rights and technical solutions such as sorting tables and algorithms regarding the party’s services, data and associated software are the property of the party and are not transferred to the other party. Unless otherwise expressly stated, this Agreement does not grant any license to computer programs, sorting tables or algorithms. Rights granted under this agreement may not be used by the counterparty for any purpose other than the performance of its obligations under this Agreement.
19 SECURITIES, PRIVACY
19.1 The supplier must respect the safety regulations announced by the Client. The party is responsible for ensuring that identities, passwords and the like distributed by the other party are stored and used in a safe manner.
19.2 The parties undertake not to divulge or otherwise make available to third-parties information that the party has received from the other party within the framework of the agreement. In doing so, the Supplier shall not provide third parties with information from the log about the use of the Service, except as may be required of the User. The obligation of confidentiality does not apply to such information which the Party can show became known to him in a way other than through the assignment or which is generally known. However, the confidentiality obligation does not apply when a party is obliged by law to disclose information. The confidentiality obligation also applies after the termination of the agreement.
20 ASSIGNMENTS OF AGREEMENT
20.1 The Supplier may, without the Client’s consent, assign the right to receive payment in accordance with this Agreement. A party may, without the other party’s approval, transfer the Agreement to another company within the group of which the party is a part.
20.2 In the event of the transfer of the agreement from the Principal to another company within the same group according to 20.1 above, a renewed credit check may take place, and demands for changed credit conditions according to point 13.3 may be made in connection with this.
21 AGREEMENT PERIOD
21.1 The agreement is valid for one (1) month from the Start Date and is then automatically extended by one (1) month at each due date until the service is terminated.
21.2 Termination of the agreement must take place 1 month before the due date.
In case of termination after the contract period, no costs are incurred by the Supplier for terminating the service.
22 NOTICES
22.1 Notifications or other communications according to this Agreement may be given with valid effect to the other party’s contact person by fax or by electronic mail to this indicated electronic address.
23 ARBITRATIONS
23.1 Disputes regarding the interpretation or application of this agreement and related legal relationships shall be settled by arbitrators according to Swedish law. If the disputed value of what is claimed does not obviously exceed ten times the price base amount applicable at the time of invoking arbitration according to the Act (1962:381) on general insurance, the dispute shall be settled by a sole arbitrator appointed by the Stockholm Chamber of Commerce at the request of the parties.
23.2 For overdue unpaid claims for the Service, the supplier may, however, bring an action before a general court or with the enforcement agency.
Valid from: 2021-05-01
