VISMA ON DEMAND: TERMS OF SERVICE

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1 VISMA ON DEMAND: TERMS OF SERVICE These Terms of Service ( TOS ) governs your purchase of licenses for, and your use of, On Demand Services from Visma. The TOS details your obligations as a customer and end- user of these Services and constitutes a binding contract between your company and Visma. If you do not have the rights to enter into such an agreement for your company, or do not agree with the TOS, do not submit an order form or use the Services. The TOS also sets out the service level of the Services and Visma s obligations to you as a customer. The TOS was last changed on: The TOS governs all Services listed in section 14 purchased after ON DEMAND 1.1. The Services are provided according to the TOS and the relevant Order Form for the duration of the License period. The Services are made available on or such webpages as specified by Visma in section Licenses for the Services are purchased from Visma or Partner. The purchase of any services in connection with installation, implementation and user support is regulated by a separate contract with Visma or Partner The Customer is granted a limited, terminable, non-exclusive and non-transferable license to use the Services in accordance with the TOS solely for its own internal business purposes on payment of a license fee and/ or a recurring license fee ( License fees ). Payment of the License fees and compliance with the TOS is a precondition for the right to use the Services The Services are provided as standard services. Licenses are not contingent on or tied to any particular functionality or version at any particular point in time but allow access and use of the Services as they are provided at any given time. Licences are neither contingent on the delivery of any future functionality or versions nor dependent on any publications, materials or comments regarding same made by Visma. Visma reserves the right to modify the functionality of the Services at any time. Any modifications that materially impact the Customer s use of the Services will be notified in advance according to 1.7 on minimum 90 days notice. In the unlikely event a modification disables or removes functionality which forms a material part of the Service the Customer is entitled to terminate his license for the affected Service(s) and to a refund for any License fees paid in advance for License periods that exceed the date of the disabling or removal of functionality Use of the Services in any manner or submitting an Order Form that references the TOS constitutes the Customer s acceptance of the TOS. Acceptance constitutes a legally binding agreement between Customer and Visma. Only employees of the Customer with the necessary authority to bind Customer to the TOS may enter into this agreement. By accepting the TOS such person warrants that he or she has the necessary authority The TOS apply until termination (or expiration) of the Licenses. Licenses are automatically renewable unless terminated Notices sent by Visma to the Customer shall be deemed duly served when sent by to the Admin User, or user address(es) for products without a dedicated Admin User. Notices delivered directly in- Service, login screen or on shall be deemed duly served when such posting has occurred. The Customer acknowledges that he has responsibility for checking this page regularly. Notices are effective immediately unless an effective- from date is specified in the notice Visma s On Demand Services suite consists of a wide range of products in different markets (see section 14): The purchase of additional users or modules ( License upgrade ) or removal of users or modules ( License downgrade ) may vary from product to product, and is specified in- Service and/ or on the relevant Order Form. Certain Services support Self- provisioning of License upgrades and downgrades. As a general rule License fees incurred during a license period as a result of a License upgrade are calculated for the remainder of that period and invoiced from the next Invoice period while License fees for a License downgrade will be deducted from the next Invoice period and without a refund for the remainder of the current License period Prices for the Services are according to the most recent price list made available by Visma or Partner. Prices may change from time to time. Any material changes in price level or price models will be notified minimum 90 days in advance according to 1.7. No refunds are available for license periods with no or partial use or activity of the Services except in cases where the availability of the Services has been significantly restricted or reduced for reasons solely attributable to Visma. In such cases Visma may

2 offer a refund to the Customer for License fees accrued during the period of restriction or reduction in the Services Prices are exclusive of all taxes, levies or duties imposed by authorities and the Customer shall be responsible for payment for such taxes, levies or duties except for value added tax (VAT) when applicable. VAT shall be automatically added to prices unless a valid VAT number is provided in conjunction with the registration for the Services as required by law and the relevant EU directive(s) and when the Customer is registered in a European Union or European Economic Area member state The Customer is solely responsible for having the necessary hardware, infrastructure and web browser for accessing the internet and using the Services. Visma recommends a high- speed internet connection. See section 3 for recommended browsers Services may be subject to other limitations such as limits on storage space, specified in- Service, Documentation or on the relevant Order Form The Services include online Data Processing, such as storage of the Customer s Data on Visma s servers. The Customer is the Data Controller and agrees and guarantees that: - he is the owner of or otherwise has the right to Transfer the Data to the Services for processing and that he has the responsibility for the accuracy, integrity, content, reliability and legality of such Data, including the Transfer and Instructions; - the Data Processing, where applicable has been notified to the relevant supervisory authorities and/ or Data Subject; and that the Data Processing does not violate relevant provisions of law; - Visma has provided sufficient guarantees with respect to technical and organisational security measures; - It is his duty as Data Controller to notify the relevant supervisory authorities and/ or Data Subject in the event of any breach or unauthorised disclosure of special categories of data such as personal data Visma is the Data Processor and agrees and guarantees: - to process the Data only on behalf of the Customer and in accordance with the TOS and applicable law, and to abide by the advice and directives of the relevant supervisory authorities; - that he has implemented the technical and organisational security measures described in the TOS to protect the data from loss, misuse and unauthorised alteration and that these measures represent a level of security appropriate to the risk presented by the processing and having regard to the cost of implementation; - that he has no reason to believe that the legislation applicable to him prevents him from fulfilling the instructions received from the Customer; - that he shall promptly notify the Customer of any legally binding request for the disclosure of Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation, of any breach or unauthorised disclosure of the Customer s Data and any request received directly from a Data Subject without responding to that request unless he has been otherwise authorised to do so The Customer accepts that Visma may refer to the Customer s use of the Services for general marketing, unless the Customer in writing ( ) has reserved against this. 2. USERS AND AUTHORISATION 2.1. The Services require a user identified by a unique address to serve as the Customer s designated Admin User. The Customer has provided the address and name of the Admin User on the relevant Order Form, and warrants that the Admin User is authorised to establish and administrate the Customer s users and Services, and to make the associated license purchases, including through Selfprovisioning where available. For Services which do not require an Admin User the Customer s contact person is considered Admin User with the same rights and obligations Only Users with a paid and valid license may use the Services. User licenses are for a single named user identified primarily by an address. A user must be a human being of legal age employed by the Customer and with the necessary rights and authorities to use the Services. Users are authorised to grant Visma s support personnel access to the Customer s accounts for the Services should this be required in support cases. Users must provide a valid address and other information requested during the registration process Users may not share and are responsible for the confidentiality and accuracy of login- and other account information. Users must inform Visma immediately of any unauthorised use of login details Should the Customer wish to change the Admin User he must inform Visma in writing ( ). Visma reserves the right to verify the identity of the Admin User before effecting the change and when establishing the Admin User for the first time Users shall not transfer viruses, worms or harmful code of any kind to the Services. The Services may not be used for any illegal or unauthorised purpose. Users shall not violate any laws in the relevant jurisdiction(s), including but not limited to copyright laws or transfer any offensive, threatening, libellous, defamatory or otherwise objectionable Data to the Services. Any such data may be removed by Visma at its discretion. Users are obligated to immediately report such Data to Visma by .

3 2.6. The Customer acknowledges that he has full responsibility for all user activity and Instructions and users compliance with the TOS. Visma is not liable for any consequence or damage which may arise from any unauthorised access to the Customer s Admin User or other users. 3. DELIVERY, SECURITY AND SUPPORT 3.1. Support - Support services, updated software status and contact details are available at Service availability - Visma s goal is to have the Services available 24/7/365 - Guaranteed availability: CET - Planned maintenance windows: Saturday- Sunday CET Tuesday- Wednesday CET Security - Firewall and complete application monitoring - All communication is AES- level encrypted - Web interface is SSL- level encrypted Physical security - Managed data centre with on- site security personnel 24/7/365, surveillance, access control and alarm systems - Redundant environment, power and telecommunications connections with electronic detection and prevention systems - Advanced building management systems integrated with alarm system - Energy management with energy conservation policies - ISO and 9001 certifications Data backups - Daily backup of customer data 3.2. Visma may from time to time, for instance for major releases, require additional Services windows than stipulated in the TOS. These will be notified to the Customer in minimum 7 days in advance and are not part of any calculation of availability. Guaranteed availability excludes planned maintenance windows The Services are tested on the Mozilla Firefox and Microsoft Internet Explorer (version 8 and later) web browsers. 4. TERMINATION, SUSPENSION AND DISCONTINUATION OF SERVICE 4.1. The Customer can terminate his licenses for the Services according to the Service- specific terms specified in section 14. Termination- and Invoice periods may vary from Service to Service and between Distributors. Customer can terminate users and modules using Self- provisioning where this is a feature in the relevant Service Without waiving or prejudicing any other rights, if payment is not made within 30 days of the due date, Visma may suspend the Customer s access to the Services until payment is made. Visma may choose to terminate the Customer s account for the Services if no payment is made within 30 days of the initial suspension. The Customer shall pay penalty interest in accordance with applicable law for all License fees that are not paid by the due date. If the Customer cooperates in solving the payment dispute and disputes the amounts in question reasonably Visma may choose not to charge penalty interest. Visma may condition renewal of the Customer s licenses on shorter Invoicing periods following a case of nonpayment Visma reserves the right to control that the Customer is correctly and accurately licensed at all times using its Service provisioning and licensing systems Visma can terminate the Customer s Accounts with immediate effect the Customer breaches any of his obligations under the TOS, if the Customer becomes insolvent or becomes bankrupt, or suffers an administrator appointed. Visma can suspend the Customers Accounts if a breach of any of the Customer s obligations under TOS is suspected on reasonable grounds until such time as matter is resolved upon prior notification to the Customer Visma reserves the right to wholly discontinue any Service, or its availability in a particular market, on (i) 12 months prior notice according to 1.7 or (ii) in the event of force majeure according to 10.4 or 10.6.

4 The Customer shall be entitled to a refund for any License fees paid in advance for License periods that exceed the date of discontinuation for the relevant Service(s) Visma may terminate Customer s Accounts after 3 months of inactivity after first having sent the Customer a notification of impeding termination 30 days before the termination is carried out Visma is not liable for any direct, indirect or consequential losses or damages, including loss of Data, production, revenue and profit, that may arise as a result of suspension or termination based on 4.2, , 4.5 or When the Services, including users and modules, are terminated all Data and copies thereof will be deleted from Visma s servers unless deletion is prevented by law. In such a case Visma will continue to observe the confidentiality of the Data according to the TOS, cease all processing of the Data and provide Customer with a copy of his Data in a format and time and method of delivery specified by Visma. Visma may conduct Research according to 7.4 after termination. Except as expressly allowed in this clause, Data may not be recovered after termination under any circumstance. Visma recommends that the Customer contacts his Partner or Visma in good time prior to termination regarding data backups. 5. TRANSFER 5.1. The Customer does not have the right to transfer any license for the Services to any other entity whatsoever, in whole or in part, under any circumstance (including but not restricted to mergers and demergers, bankruptcy, change of ownership or control or to affiliates) without prior written authorisation from Visma Visma may transfer the Services, including the delivery thereof, in whole or in part to a third party. Any such transfer will be notified Customer at least 90 days in advance according to CONFIDENTIALITY 6.1. The Customer agrees to keep secret and not to disclose or utilise for any other purpose any confidential information from Visma to which the Customer has received access through the Services or in connection with it, without written permission from Visma, and shall instruct his employees and consultants to maintain these obligations. The Customer shall not disclose the results of any performance test to any third party without prior written authorisation from Visma, nor access the Services for purposes of monitoring availability or performance The provisions of confidentiality shall not apply to information which (i) is or becomes public knowledge other than by breach of this clause, (ii) is received from a third party who lawfully acquired it and who is not under an obligation restricting its disclosure. 7. INTELLECTUAL PROPERTY RIGHTS 7.1. Visma (or its licensors) is the sole owner of all intellectual property rights ( IPR ) to the Services. IPR includes but is not restricted to copyrights, patents, trademarks, tradenames, know- how and moral rights, whether registered or unregistered. All Documentation, including manuals, user guides and other written and electronic accounts of how the Services is set up and used by the Customer ( Documentation ) is considered part of the Services and is subject to the same restrictions in relation to copyright etc. All copyrights, trademarks, registered trademarks, product names, company names or logos mentioned in the Services or in connection with it is the property of their respective owners The Customer shall retain intellectual property rights to all Data owned by the Customer and transferred to the Services Where software such as database software from a third party is required and is supplied by Visma as part of the Services, this software is covered by the TOS unless separate licensing conditions have been supplied with the Services Visma reserves the right to conduct statistical and usage- research on the Data and usage of the Services without identifying the source of the data ( Research ). Research is conducted to improve the Services and its usage for all customers. Visma may also use research for marketing and information purposes provided that no customer- specific information may be identified. Research is exclusively the intellectual property of Visma The Customer shall not copy, distribute, hire out, transfer, lease or otherwise make available the Services or any part thereof to any third party. The Customer shall not at any time do, permit or cause to be done, any act or thing that would impair or infringe Visma s IPR If the Customer infringes upon Visma s IPR, is in breach of his confidentiality- obligations or uses the Services in a manner not authorised by the TOS, the Customer shall pay a fee that is equivalent to 100% of the License fees which Customer has paid for the Services during the past 5 years, or the equivalent of 5 year s License fees for his current licenses, whichever is greater. If, as a result of the infringement, Visma suffers a loss, or the Customer attains an unwarranted advantage, which together is greater than 5 year s License fees, Visma can also demand compensation for the portion of the

5 advantage and loss that exceed this amount. The Customer acknowledges that Visma may suffer irreparable harm in the event of a breach by the Customer of his confidentiality or IPR- obligations. Visma shall have the right to take all reasonable steps to protect its proprietary and commercial interests, including any remedy as may be available at law, in the event the Customer breaches his obligations under the TOS. The same shall apply if the Customer has, or has attempted to, acquire information or data to which it is not entitled according to the TOS. 8. INDEMNIFICATION 8.1. Visma shall defend Customer against any claim or litigation where a third party claims that the Customer s use of the Services under the TOS is in conflict or infringement with the third party s patent, copyright or other intellectual property rights. Customer shall immediately notify Visma of any such claim. Visma shall, to the extent that it is liable, indemnify the Customer for any cost, charge, damages, expense or loss imposed upon Customer under a court- approved settlement or court ruling, as well as lawyer fees, provided that Customer (i) cooperates with Visma at Visma s expense and gives Visma full control of the legal process and settlement, and that the settlement releases Customer from all liability. Visma may at its discretion (i) modify the Services so they no longer are in conflict, (ii) replace the Services with functionally equivalent Services, (iii) obtain a license for the Customer s continued use of the Service under the TOS or (iv) terminate the Customer s Accounts for the Services on 30 days notice against a refund for any License fees paid in advance for License periods that exceed the date of termination The foregoing indemnity shall not apply if the Services have been used in breach of the TOS Customer shall defend Visma against any claim or litigation where a third party claims that the Customer s Data, or use of the Services in breach of the TOS, is in conflict or infringement with the third party s patent, copyright or other intellectual property rights, or is in breach or violation of applicable law. Visma shall immediately notify Customer of any such claim. Customer shall indemnify Visma for any cost, charge, damages, expense or loss imposed upon Visma under a court- approved settlement or court ruling, as well as lawyer fees, provided that Visma (i) cooperates with Customer at Customer s expense and gives Customer full control of the legal process and settlement, and that the settlement releases Visma from all liability. 9. LIMITED WARRANTY 9.1. Visma guarantees that the Services will perform substantially as described, provided they are properly licensed and set up. The Customer and Visma agree that the Services and delivery thereof will not be completely free of errors and that improving the Services is a continuous process. The Customer acknowledges that the Services are delivered as is and used at the Customer s own risk If the Services do not function in accordance with the limited warranty specified in the TOS, Visma shall correct the verified errors or defects in the Services at its own expense. Visma may choose to replace the Services instead of performing a correction. If Visma does not correct the verified errors or defects or replace the Services within a reasonable period of time, the Customer may terminate. In such a case, the Customer has the right to a refund of the License fees for the Invoice period(s) during which the verified errors or defects affected the Services. Apart from this, the Customer shall not be entitled to make any claims against Visma Neither Visma nor any of its licensors offer any warranty of any kind, express or implied, and specifically disclaim any implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, system integration or data accuracy. No claims other than those specifically contained in the TOS have been made with respect to the Services, and the Customer shall not rely on any claims not expressly set out in the TOS Visma does not warrant that the Services will meet the Customer s requirements, operate correctly with the Customer s choice of equipment, systems or settings, be uninterrupted, nor free of errors. Further, use of the internet to access and use the Services has not been established nor is it maintained by Visma, and Visma has no control over the internet. Visma is not liable for the discontinuance or disruption of operation of any portion of the internet, nor possible regulation of the internet. Visma shall make all commercially reasonable efforts deemed appropriate to remedy and avoid such events, however Visma shall not guarantee that interruption will not occur. Visma shall not be liable for the performance or non-performance of Internet services or providers The headings of the TOS are intended for convenience only. Links to websites not owned or controlled by Visma are provided for convenience only. Visma assumes no responsibility for such websites. 10. LIMITED LIABILITY Visma is not in any way liable for the content or ownership of the Data Visma is not in any way liable for any Instructions for Data Processing or other activity by the Customer s users If Visma is held responsible for the payment of compensation to the Customer as a result of breach of any of the obligations specified in the TOS, such compensation shall not under any circumstances include compensation for indirect or consequential losses or damages of any kind that arise as a result

6 of or in connection with such a breach, including but not limited to any loss of Data, production, revenue or profit, even in the event the Customer has been advised as to the possibility of such damages. Visma s liability under the TOS is limited to direct damages, except in the event of damages caused by gross negligence or wilful misconduct, or provided otherwise by mandatory provisions of law. Any refund and compensation for direct losses and costs shall not exceed one year s License fees in total In the event of the relevant legislation or directives being changed, or new legislation or directives being passed, after the Services have been made available in the market, which prevents Visma from fulfilling the instructions of the Customer or his obligations under the TOS, and/ or which requires the suspension of the Services, in whole or in part, for a time- limited period or indefinitely, this is considered force majeure. Visma is not in any way liable for such force majeure. In such an event, the Customer will be reimbursed any License fees paid in advance for use of the Services from the month following a suspension of Services resulting from such force majeure. The Customer shall have no further claims against Visma Although Visma will exercise due care in providing secure transmission of information between the Customer and the Services, the Customer acknowledges that the internet is an open system and that Visma cannot and does not warrant or guarantee that third parties cannot or will not intercept or modify the Data. Visma accepts no liability for such unintentional misuse, disclosure or Data loss. Visma shall not be liable for any loss of Data or functionality in connection with any type of upgrade or downgrade of the Services Neither Visma nor the Customer shall be liable for any delay or failure in performance arising out of or in connection with force majeure, understood as earthquake, riot, labour dispute and other events similarly outside the control of Visma or the Customer. 11. SCOPE OF THE TERMS OF SERVICE The TOS constitute the entire agreement between the Customer and Visma. Any addition or amendment must be approved in writing by Visma. The provisions of the TOS replace all terms and conditions that were agreed verbally or that may be found in other documents (except as expressly set forth herein) or that are in conflict with the TOS The TOS includes all Services that the Customer later purchases licenses for. The TOS is a standard agreement covering all Services Visma reserves the right to change the TOS. The TOS is at all times available at The Customer agrees that continued use of the Services constitutes the Customer s acceptance of any and all changes to the TOS. It is recommended that the Customer reviews the current version of the TOS regularly. Customer will be notified according to 1.7 of any material changes to the TOS, and the TOS will always contain the date when it was last changed The English language version of the TOS available at takes precedence of any local language translations, printouts or reproductions A judicial determination that any provision of the TOS is invalid in whole or in part shall not affect the enforceability of other provisions. In the event of such a determination, the relevant provision is replaced with a provision which, as far as possible, accomplishes the purpose of the original provision The provisions regarding IPR, confidentiality and indemnification survive termination. 12. GOVERNING LAW AND DISPUTES The rights and obligations of the parties under the TOS shall in their entirety be governed by the national law applicable to Visma. If a dispute arises in connection with the interpretation of the TOS or use of the Services, the parties shall attempt to resolve the dispute through amicable negotiations. If the dispute cannot be resolved in this way, it shall be referred to the ordinary courts of law at the registered address of Visma as the exclusive venue. 13. SPECIAL PROVISIONS FOR VISMA BANKING The Customer hereby authorises Visma to place and authenticate to the Customer s bank(s) any banking payments made by the Customer in his ERP system and processed using Visma Banking The banking payments will be authenticated towards the bank(s) using an encryption mechanism issued to Visma by the bank(s) The Customer hereby authorises Visma to return bank statements and other payment information from the Customer s bank(s) to the Customer The Customer is obligated to inform his bank(s) of the delegation of authority in 13.1and 13.2 and if necessary to enter into separate agreements with his bank(s) to effect the delegation of authority if so required by the bank(s). Visma is not liable in any form should the Customer fail in this obligation The Customer is responsible for any banking charges incurred from his bank(s) for processing a banking payment using the Services. In the event Visma is invoiced for any such banking charges in connection with providing the Service, Visma will invoice the Customer for said charges

7 14. WHO YOU ARE CONTRACTING WITH ( VISMA ) AND SERVICE- SPECIFIC CONDITIONS Norway Finland Sweden Visma Software AS Karenslyst Alle Oslo Or Certified Partner thereof Contact Visma: kundesenteret@visma.no Tel: Visma Software Oy Linnoitustie 4a FIN Espoo Or Certified Partner thereof Contact Visma: orderoffice@visma.com Tel: Visma Software AB Rålambsvegen Stockholm Or Certified Partner thereof Contact Visma: partnerorder@visma.se Tel: Services: Visma Approval Center - Termination: by 30 September each year - Invoice period: first invoice period for the remainder of the year in advance, subsequent invoice periods are annual and invoiced in January in advance. Visma SuperOffice Online - Termination: 30 days - Invoice period: first invoice according to order, subscription invoiced every 6 months Services: Visma Approval Center - Termination: by 30 September each year - Invoice period: first invoice period for the remainder of the year in advance, subsequent invoice periods are annual and invoiced in January in advance. Visma SuperOffice Online - Termination: 30 days - Invoice period: first invoice according to order, subscription invoiced every 6 months Visma Payroll - Termination: 3 months - Invoice period: every 6 months in arrears (if the invoice for 6 months is less than 50 EUR the invoice period will be extended to 12 months.) Visma Banking -Termination: 3 months -Invoice period: quarterly in arrears Services: Visma Banking (Visma Control SEPA Converter) -Termination: 3 months -Invoice period: first invoice period for the remainder of the year in advance, subsequent invoice periods are annual and invoiced in January in advance. Terminations must be sent by and received by Visma within the termination deadline. (Does not apply to Self- provisioning.) 15. DEFINITIONS Services or Service : software application(s) from Visma delivered as a service through a web browser or as online data processing services and ordered by Customer using an Order Form, including free trials, demo versions and any offline components that form part of the Service(s) Order form : an electronic or paper order whereby the Customer places an order for the Services with a Visma or Partner, including in- Service self- provisioning by Customer Visma : a company in the Visma Group with distribution rights for the Services. Specified in section Certified Partner : a company officially certified by Visma for the reselling of the Services Customer : an end- user company identified by a unique organisation number who is a customer of a Visma or Partner Customer s Accounts : collective term meaning all the Customer s users, Data and other information pertaining to the Customer s use of and access to the Services Self- provisioning : in- Service License Upgrades or Downgrades performed by any of the Customer s users or Customer s Partner if duly authorised by Customer License period : the period of time, number of transactions or similar for which a particular license is valid. The License period may vary from product to product and is indicated on the Order Form Invoice period : the License period(s) for which the Customer is invoiced License fees. The invoice period may differ from the license period and from product to product and is indicated in section 14.

8 Data : any and all data, including documents in any form, Transferred by the Customer to any Service Transfer : the uploading of, entering into or sending of Data by the Customer to any Service Instructions : any and all in- Service user actions, including logging in to the user account Data processing : any operation or set of operations which is performed upon the Data by Visma at the Instruction of Customer, whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, disclosure by transmission, dissemination or otherwise making available, erasure or destruction, and necessary data maintenance such as debugging.