GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (1.0) apply to the use of the Inyett service where so agreed between the parties.

  1. Definitions

    The Agreement: The quotation or document signed by both parties which shows the parties’ agreement along with the annexes specified therein, including these terms and conditions and the terms and conditions for processing personal data.

    The Service: Refers to the Inyett service. The Inyett service checks and analyses all payments and suppliers on each individual payment occasion. Inyett is an automated service that indicates any inaccuracies by means of an email to the registered Inyett user at the Customer. The indications relate, inter alia, to double payments, payments to fake companies, payments to companies not registered for Swedish Company Tax, payments to companies with debts at the Swedish Enforcement Service, deviating payment patterns and payments that exceed a set limit. In addition to the automated checking of payments and suppliers, the Customer is able to log in to the web-based service if such has been agreed. The various segments available in the web-based service are specified below. The service/s that the Customer is able to use is/are set out in the Agreement.

    Inyett Search. Users can search for information on all Swedish companies regarding matters such as Swedish Company Tax, registered fake companies, current and historical debts and records of non-payment of debt, key ratios, group structure and fraud.

    Inyett Detect. This logs all indications that the users receive by email. The log allows users to document and monitor all indications.

    Inyett Analyze. Detailed statistics on all payments, payment patterns and suppliers. Users can, among other things, work with industry statistics and view transactions based on different industries, contractual loyalty and select large and small invoices.

    Inyett Guard. A monitoring service that allows the user to monitor companies to detect changes that affect payment security.

  2. Grant of license
    1. The Supplier grants the Customer a license and a right to allow the agreed number of users to simultaneously use the Service and the software included in the Service using the passwords assigned to the Customer. The Supplier hereby grants the Customer, against receipt of the fee in accordance with this Agreement, a non-exclusive right, limited in time, to use the Service and included software for the Customer’s internal use and subject to the restrictions set out in the Agreement.
    2. The Customer may not decompile or disassemble the Service except to make the Service work with other software used by the Customer.
    3. The Customer is prohibited, unless the Supplier has specifically granted such use in writing in advance, from:

      1. using the Service for purposes other than those for which it is intended;

      2. assigning, sub-licensing or otherwise providing the Service for use by any third
      party, for example through so-called “time-sharing”, as a service, through a service agency arrangement or otherwise;

      3. asserting that the Service or software is the property of the Customer;

      4. producing copies of the Service, parts of the Service, or software included in the Service;

      5. decompiling or otherwise attempting to ascertain the function of the Service or the software or engaging another to do so;

      6. changing or developing other software that uses the Service, or

      7. ”hacking” the Service, introducing a virus, trojan or other malicious or unwanted code (so-called ”malware”) in the Service or, by means of a disproportionate number of calls to the servers that provide the Service, limiting or making the use of the Service more difficult for third parties or attempting any of the above.

  3. Databases
    The Supplier obtains information sent from different databases to its server on a daily basis and that information is updated every 24 hours. The databases used are Creditsafe, Bankgirot, Plusgirot, Svensk Handel and Bolagsverket.
  4. Intellectual Property Rights
    1. All Intellectual Property Rights and all other rights in or relating to the Service or software belong to the Supplier or, where applicable, the Supplier’s supplier.
    2. Nothing in this Agreement must constitute a grant or transfer of any Intellectual Property Rights or other rights to the Service or the software to the Customer. The Supplier is entitled, without restriction, to use information about the functions, performance and capacity of the processes and other statistics or similar data based on the processing of the Customer’s data by the Service.
  5. The Customer’s responsibilities
    1. The Customer must use the Service in accordance with the specifications and instructions provided by the Supplier. The Customer must not use the Service for the others’ purposes, but is only entitled to use the Service for the Customer’s own purposes.
    2. The Customer is responsible for transferring payment files and supplier records to the Supplier’s systems. The Supplier undertakes to use the non-anonymised information from the payment files only on the Customer’s behalf and not for any third party. However, the Supplier will be entitled to use general information in the Customer’s payment files and supplier records such as information on company name, bank account details and other similar general payment information to further develop the Supplier’s general databases of payees and the general performance of the Service. The Customer agrees to such use by the Supplier in exchange for the ability for the Customer, for its part, within the context of the Service, to benefit from equivalent information provided by other customers of the Supplier to build up the general databases and further develop the Service.
    3. Payment files with which the Customer provides the Supplier are stored at the Supplier’s premises for 90 days, after which the payment files are automatically deleted from the Supplier’s systems (with the exception of the general information specified above).
    4. The Customer must pay a fee in accordance with the Agreement for the Customer’s use of the service.
    5. In the case of overdue payment, interest on overdue payment in accordance with the Interest Act (1975:635) is payable on any outstanding amounts until payment has been made in full. The Supplier is also entitled to suspend the Customer’s ability to use the Service without any advance notice until payment has been made in full or else give notice of termination of the Agreement with immediate effect.
    6. The Customer must provide information for the Supplier’s work upon start-up of the Service, review documents and give notice of decisions and must otherwise provide, on a continuous basis, the information necessary to enable the Supplier to fulfil its obligations under the Agreement.
    7. The Customer must ensure that (i) the Customer’s data is free from viruses, trojans, worms or other malicious software or code, (ii) the Customer’s data is in the agreed format and (iii) the Customer’s data cannot otherwise harm or adversely affect the Supplier’s systems or the Service.
    8. The Customer is responsible for ensuring that log-in details, security methods and other information provided by the Supplier for access to the Service is treated as confidential. The Customer must immediately notify the Supplier in the event of unauthorised access to such information.
  6. Maintenance and data
    1. The Supplier must provide the Service to the best of its ability and is not liable for defects in Service Levels unless the Supplier acted negligently. The Supplier is only responsible for the communication between the Supplier and the Access Point. The Supplier is therefore not responsible for the functioning of connections on the internet.
    2. The Supplier will endeavour to ensure that the Service is available for use by the Customer around the clock, every day of the year. However, the Supplier is entitled to suspend access to the Service at any time and without prior notice for urgent maintenance or to protect the Service from unauthorised attacks or similar. However, the Supplier must, as far as possible, inform the Customer when any such interruption may take place. The Customer is not entitled to receive compensation in the event of any such lack of access. Nor is the Supplier liable for any lack of access due to interruptions or communication problems on the Internet or other private and public networks used to access the Service.
    3. The Supplier updates and carries out error correction regarding the Service on a continuous basis. If the Customer wishes to receive more extensive technical support that requires greater efforts and/or actions, the Customer may be charged. Charging always takes place by agreement between both Parties before the work commences.
    4. To Customer’s data must be returned to the Customer when the Agreement ceases. This only applies to data that has not been anonymised or otherwise rendered conditional in any other way in accordance with the following paragraph 6.5.
    5. The Supplier is entitled to anonymise all data in the Service. The anonymisation must take place in such a way that it is not possible to convert back to personal data.
    6. All rights of ownership to anonymised data accrue to the Supplier, which has a right to use and store data without limitation in time.
    7. The Supplier is also entitled to use all other data within the Service for statistical purposes.
  7. Blocking of the Service
    If the Service is subjected to external attacks or is otherwise at risk of damage, the Supplier is entitled to block or restrict access to the Service. The Customer must be notified as soon as possible of the occurrence, giving information on when the Service is expected to be available once again.If the Customer is in breach of the Agreement or applicable legislation and this may result in damage to the Supplier, the Supplier is entitled to suspend the Customer from the Service until the breach has ceased and the damage has been remedied.
  8. Limitation of liability
    1. Should liability for damages arise, unless intent or gross negligence exists, the Supplier’s liability for damages will be limited to direct damage and an amount equivalent to 50% of what the Customer has paid for the Service during the immediately preceding 12-month period.
    2. The Supplier is not liable for loss of data.
    3. The Supplier is not liable for any inaccuracies in information obtained from the information databases listed in the ”Databases” paragraph. Furthermore, the Supplier assumes no liability for and pays no compensation for any losses incurred by the Customer in relation to any faults in the Service that lead to consequences including but not limited to an invoice being incorrect or being missed or so-called “double invoicing”.
    4. In order not to lose its right to damages, the Customer must file a claim for damages with the Supplier no later than within 3 months from the occasion of the damage.
  9. Breach of the Agreement and premature termination
    1. Either Party is entitled to give notice of termination of the Agreement with immediate effect if:a) the other Party commits a material breach of the Agreement and the breach of the Agreement has not been fully remedied within fourteen (14) days at the latest from receipt by the Party in breach of the Agreement of a notice in writing from the other Party requesting that the breach be remedied;

      b) the other Party suspends payments, decides on voluntary or involuntary liquidation, applies for corporate reorganisation or bankruptcy (or if another applies to have the Party declared bankrupt) or if a Party can otherwise be considered to be insolvent.

  10. Confidentiality
    1. The Parties hereby undertake, during the term of the Agreement and after the Agreement has ceased, to observe confidentiality and thus not disclose to third parties Confidential Information that a Party obtains from the other Party due to the Agreement. The provisions set out in this paragraph apply unless the Parties have signed a separate confidentiality agreement that entails a longer-term confidentiality obligation between the Parties.

    2. In this Agreement, ”Confidential Information” means all information on the Service and on the contents of this Agreement and any other information – technical, commercial or of any other nature – regardless of whether or not the information has been documented in writing, with the exception of:

      1) information which is public knowledge or which becomes public knowledge in a manner other than through breach by a Party of the contents of this Agreement,

      2) information that a Party can show that it was already aware of before it received it from the other Party, and

      3) information that a Party received or will receive from a third party that is not bound by a confidentiality obligation in relation to it, and

      4) information that a party is required to disclose by law or in accordance with a regulation, a court order or stock exchange rules or equivalent.

      Nevertheless, in cases contemplated in paragraph 3) above, a Party has no right to disclose to persons outside the Agreement that the same information was also received from the other Party in accordance with this Agreement.

    3. A Party is thereby obliged to ensure that employees and engaged consultants who may be presumed to come into contact with Confidential Information are required to keep that information secret to the same extent as a Party in accordance with this Agreement.
    4. A Party undertakes to comply with the other Party’s reasonable rules on data security.
  11. Assignment
    A Party may not assign or pledge its rights and/or obligations under this Agreement in full or in part without the other Party’s approval in writing. However, the Supplier is entitled, by giving notice to the Customer, to transfer or pledge the right to receive payment of the service fee or part thereof.
  12. Force Majeure
    The parties are released from penalties for failure to fulfil a particular obligation under this Agreement if that failure is due to circumstances (Force Majeure) that are beyond a Party’s control and that prevent the obligation from being fulfilled. As soon as the circumstance preventing fulfilment has ceased, the obligation must be fulfilled in the agreed manner. Force majeure must be considered to include war, act of war, terrorist attack, action by a public authority, new or amended legislation, labour market conflict or other circumstances over which a Party has no control. In order to obtain a release under this paragraph, a Party must notify the other Party in writing without delay. Regardless of what is stated above with regard to a release from penalties, a Party is entitled, under the specified circumstances, to terminate the Agreement if the fulfilment of an essential obligation by the other Party is delayed by more than 2 months.
  13. Term of the Agreement
    1. The Agreement applies for the agreed term. Unless notice of termination of the Agreement is given in writing by either Party no later than one (1) month before the end of the term of the Agreement, the term of the Agreement is automatically extended by successive periods of twelve (12) months thereafter with an unchanged notice period.
    2. However, after termination of the Agreement, regardless of the reason, the ”Confidentiality” paragraph will continue to apply without any limitation in time.
    3. The Supplier is entitled to give notice of termination of the Agreement if the Supplier ceases to provide the Service. That notice of termination takes effect no earlier than six (6) months from notice in writing by the Supplier to that effect.
    4. Upon termination of the Agreement, the Customer must immediately cease all use of the Service and software included therein. The Customer must, if applicable, immediately
      uninstall locally installed software that was received from the Supplier and, according to the Supplier’s instructions, destroy or return all copies of installation media and backups of that software and provide the Supplier with certification in writing that no copies of them are in the Customer’s possession.
    5. If this Agreement is terminated by either of the Parties, the Supplier saves the Customer’s information for six (6) months in case the Customer wishes to reactivate the Service and it is deleted thereafter. The Customer may request in writing that the information be deleted before the end of the specified six- month period. However, the Supplier is always entitled to retain any information that may be needed for the Supplier’s archiving purposes or as documentation for the performance of the Service for the Customer.
  14. Other
    1. This Agreement and its Annexes constitute the entire regulation by the Parties of all matters to which the Agreement relates. All written and verbal commitments and undertakings prior to this Agreement are replaced by the contents of this Agreement and its annexes.
    2. Amendments and additions to this agreement must be drawn up in writing and duly signed by the Parties in order to be binding.
    3. Should any provision of the Agreement or part thereof prove invalid, such will not mean that the Agreement as a whole is invalid unless the Parties’ commitments without the invalid part of the Agreement appear unreasonably burdensome.
    4. Failure by a Party to exercise a right under this Agreement or failure to protest against a particular circumstance relating to this Agreement will not mean that the Party has waived its right in that regard. If a Party wishes to refrain from exercising a particular right or protesting against a particular circumstance, it must do so in writing in each individual case.
  15. Terms and conditions for processing personal datar
    Within the framework of the performance of the Agreement, the Supplier may process personal data on behalf of the Customer and on the Customer’s instructions. In such processing, the Supplier will be considered as a personal data processor and the Customer is considered as the personal data controller. The terms and conditions for processing personal data govern the processing of personal data by the personal data processor for the personal data controller and are available at https://inyett.com/ppd- conditions. In the event that a provision of the terms and conditions for processing personal data is contrary to the Agreement in general, the Agreement in general will take precedence over the provision of the terms and conditions for processing personal data unless otherwise specified in the provision in question and unless this leads to a manifestly unreasonable outcome.
  16. Applicable law
    This Agreement must be interpreted and applied in accordance with the substantive laws of Sweden.
  17. Disputes
    Any dispute due to this Agreement must be finally settled through an arbitration procedure in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”). The Institute’s rules for a Simplified Arbitration Procedure will apply unless the SCC, in view of the degree of difficulty of the case, the value of the subject-matter of the dispute and other circumstances, decides that the Arbitration Rules of the SCC’s Arbitration Institute will be applied to the procedure. In this latter case, the SCC will also decide whether the arbitration tribunal will consist of one or three arbitrators. The arbitration will take place in Göteborg and Swedish will be the language of the procedure.