E-INVOICE AGREEMENT TERMS 11.06.2015 1 Definitions 1.1 Invoices File means a dataset containing e-invoices which is sent to the Bank by the Service Provider. 1.2 Invoice Requirements means the format requirements to which the Invoice File and E-invoices contained therein shall correspond. At the time of signing the Agreement, the Invoice Requirements are available from the website of the Estonian Banking Association (www.pangaliit.ee/arveldused/e-arve). The Bank shall also refer to the Invoice Requirements on their website. The Parties shall not sign an instrument regarding the Invoice Requirements; however, the Invoice Requirements shall form an inseparable part of the Agreement and the Parties shall adhere thereto when performing the Agreement. 1.3 Application means the Client's or Buyer's request for receiving E-invoices or for not receiving E-invoices in the future. 1.4 Applications File means a dataset containing applications which is sent to the Service Provider by the Bank. 1.5 Reply to the Applications File means a dataset sent to the Bank by the Service Provider wherein the Service Provider confirms the receipt of the Applications File. 1.6 E-invoice means an electronic accounting source document evidencing the sale of goods or provision of services by the Service Provider to the Client. An E-invoice shall conform to the requirements set out for invoices by law. For the purposes of the Agreement, an E-invoice shall also mean an electronic document with limited information evidencing the sale of goods or provision of services. An E-invoice with limited information shall be sent to the Client who is not the same person as the Buyer or who has not signed an Electronic channel agreement. When sending an E-invoice with limited information, the Service Provider shall also submit to the Buyer an E- invoice with complete information. 1.7 Electronic Channel means the channel through which the Bank delivers an E-invoice to the Client. The Electronic Channel shall be either the online banking system of Swedbank or the Swedbank Gateway. 1.8 Client means the person to whom the Bank forwards an E-invoice at the request of the Buyer. Only a person who has signed an Electronic Channel agreement with the Bank can be a Client so that sending an E-invoice is technically possible. If the Client has not signed the aforementioned agreements, the Service Provider shall send to the Bank an E-invoice with limited information only for the purpose of making the payment. The Client can be the same person as the Buyer. 1.9 Service ID means an ID assigned to the Buyer by the Service Provider which enables the Buyer to be identified. 1.10 The Prefix of Service ID means the set of numbers with which the Service ID always begins. A prefix can consist of a maximum of six numbers. 1.11 Template means the form of an E-invoice in HTML or PDF format containing the nonchanging details that are used every time and the changing details derived from the Client's E-invoice which are used for displaying the E-invoice. 1.12 Agreement means this E-invoice Agreement and the documents thereof. 1.13 Operator means the person who intermediates the E-invoices of the Service Provider. 1.14 Buyer means the person who has bought a good or service from the Service Provider and who has expressed the wish to receive a corresponding E-invoice from the Service Provider or who has ordered the Service Provider to send an E-invoice to the Client. The Buyer can also be the same person as the Client. 1.15 Business Day means a calendar day that is not Saturday, Sunday or a public holiday. 1.16 Parties means the Bank and the Service Provider together. 1.17 Service Provider means a person who sells goods or services to the Buyer and
submits an E-invoice to the Buyer or the Client for the goods or services sold. 1.18 Faulty Invoice File means a dataset sent by the Bank to the Service Provider containing E-invoices that were not delivered to the Client. 1.19 Technical Requirements means requirements set for the Invoice File for the Bank to be able to receive and process it. The Bank shall always provide a reference to the Technical Requirements on its website (www.swedbank.ee). The Parties shall not sign an instrument regarding the Technical Requirements; however, the Technical Requirements shall form an inseparable part of the Agreement and the Parties shall adhere thereto when performing the Agreement. 2 Scope of Agreement 2.1 The Agreement regulates the delivery of E-invoices to the Client by the Service Provider through the Bank and other circumstances related thereto. 2.2 It is agreed by the Parties that forwarding of E-invoices to the Client means providing the Client with access to E-invoices through an Electronic Channel, sending E-invoices to the contact address of the Client and/or regular payment of E-invoices provided that a corresponding payment agreement has been entered into. 2.3 The Service Provider may sign an agreement for regular payment of E-invoices with the Client (E-invoice standing order agreement) provided that the Bank has granted this right to the Service Provider in the Agreement and entered into a corresponding agreement. 2.4 If the Service Provider has specified an Operator in the Agreement, the Operator shall be responsible for the Service Provider's obligation under the Agreement to send Applications and E-invoices, and to use the Template. The liability imposed on the Operator has been set out in the operator agreement between the Bank and the Operator, which does not preclude a similar agreement between the Operator and the Service Provider. 3 Forwarding Applications and E-invoice Payment Agreement 3.1 If a respective agreement has been provided by the Agreement, the Buyer can submit the Application at the Bank branch or by electronic channels. A separate Application must be formalised for each E-invoice with a different Service ID. It must be set out in the Application whether the E-invoice will be submitted with complete or limited information. When forwarding an E-invoice with limited information, the Service Provider must also forward to the Buyer an E-invoice with complete information. 3.2 The Bank shall forward the Applications submitted to the Bank by the Buyer in the Applications File to the Service Provider or the Operator through the channel specified in the Agreement the next day at the latest. When forwarding the Applications File, the Bank shall adhere to the provisions of the Technical Requirements. 3.3 The Service Provider shall send to the Bank a Reply to the Applications File the next day following the day of receipt of the Applications File. When sending the Reply to the Applications File, the Service Provider shall adhere to the provisions of the Technical Requirements of the Agreement. 3.4 The Bank shall suggest to the Buyer in the E-invoice payment agreement a partial debiting option indicated by the Service Provider. The Buyer is free to choose whether or not to use the partial debiting option. 4 Template 4.1 The Template of an E-invoice shall be prepared by the Service Provider. When preparing the Template, the Service Provider shall apply the XSL (Extensible Stylesheet Language) template used for displaying the Template. Costs related to the creation of the Template shall be borne by the Service Provider. 4.2 The Service Provider can use more than one Template. One of the Templates shall always be used by default but the Service Provider may inform the Bank each time
regarding which Template should be used. 4.3 The Service Provider shall pay the Bank for implementation of their company's Template in the online banking system of Swedbank according to the Bank's price list. 4.4 The Service Provider shall be entitled to change the Template. The Service Provider shall pay the Bank for changing the Template according to the Bank's price list. 5 Delivery of E-invoice 5.1 The Bank shall accept Invoice Files from the Service Provider every day. 5.2 When sending an Invoice File, the Service Provider shall adhere to the provisions of the Invoice Requirements and the Technical Requirements. The Bank shall only accept Invoice Files corresponding to the aforementioned requirements and the Bank shall deliver to the Client only an E-invoice that complies with the Invoice Requirements and the Technical Requirements. 5.3 The Service Provider can deliver to the Bank two types of E-invoices. 5.3.1 An E-invoice with complete information shall contain the data of the Service Provider and the Buyer as well as information regarding the name, amount, item, sum etc. of the goods or services purchased. An E-invoice with complete information shall replace the paper-based or electronically sent E-invoice and it shall be delivered to the Buyer who has signed an Electronic Channel Agreement with the Bank. 5.3.2 An E-invoice with limited information shall contain the data of the Service provider and the Buyer, and the sum of the goods or services purchased. An E-invoice with limited information shall be sent to the Client who is not the same person as the Buyer or who has not signed an Electronic Channel Agreement with the Bank. Unless otherwise agreed with the Buyer, the Service Provider shall, upon sending an E-invoice with limited information, also submit to the Buyer a separate and independent E-invoice with complete information. 5.4 The Service Provider who does not use an Operator shall deliver an Invoice File to the Bank via the Swedbank Gateway or the online banking system of Swedbank. 5.5 If the Service Provider delivers an Invoice File via the Swedbank Gateway or the online banking system of Swedbank: 5.5.1 the Bank shall deliver E-invoices to the Client on the day of receipt of the Invoice file; 5.5.2 the Bank shall return to the Service Provider E-invoices that do not comply with the Agreement in a Faulty Invoice File on the day of receipt of the Invoice File. 5.6 In order to ensure the timely payment of E-invoices, the Service Provider shall send E- invoices to the Bank at least three (3) Business Days prior to the payment date set out on the E-invoice. 5.7 The Bank shall be entitled to not deliver an E-invoice to the Client if: 5.7.1 the Agreement for using an Electronic Channel has expired between the Client and the Bank; 5.7.2 the payment date of the E-invoice arrives less than two (2) calendar days after receipt of the E-invoice by the Bank or if the payment date of the E-invoice has expired; 5.7.3. the Client is not the Client of the Bank and the Service Provider has not notified the Bank of the intention to send the E-invoices to other credit institution. 6 Performance of E-Invoice Agreement 6.1 When delivering an E-invoice to the Client, the Bank shall use the Client's data provided to the Bank by the Service Provider. The Bank shall not check the connection between the Client and the Buyer. 6.2 The Client shall be entitled to access an E-invoice through an Electronic Channel within 18 (eighteen) months of receipt of the E-invoice by the Bank. If the Buyer has not specified an Electronic Channel or has specified another channel (post or e-mail), the Bank shall deliver the E-invoice to the Operator. The Bank shall be entitled to deliver an E-invoice to the channel specified by the Client irrespective of the Client's connection with the channel. When delivering an E-invoice, the Bank shall abide by the Client's
consent to receive E-invoices. The Service Provider shall be responsible for the existence of the aforementioned consent. The Service Provider shall compensate the Bank for any damage that arises from the absence of consent. 6.3 The Service Provider and the Bank shall agree in the Agreement on the package of sending the Invoices. 6.3.1 "Only E-invoices" means that the Bank shall forward E-invoices to the Client through an Electronic Channel or in the latter's absence to the e-mail address; 6.3.2 "E-invoices + E-invoice printing" means that the Bank shall forward E-invoices to the Client through an Electronic Channel or in the latter's absence to the e-mail address or to a postal address in paper form. 7 Service fees 7.1 The Service Provider shall pay the Bank a service fee for each E-invoice delivered to the Client according to the Bank's price list. If the Service Provider and the Bank have signed a Special Price Agreement, the Service provider shall pay the Bank a service fee according to the Special Price Agreement. 7.2 The Bank shall keep records of E-invoices delivered to the Client. These records shall be the basis for calculating the service fee to be paid by the Service Provider. 7.3 The Bank shall be entitled to debit the service fee account in the amount of service fees and other financial obligations arising from the Agreement under the conditions laid down by the Bank, either daily for E-invoices sent on the previous day (e.g. the channel of the service of the Agreement is the Corporate Internet Bank), or from the fifth (5th) day of the month following the reference month for E-invoices sent in the previous month (e.g. the channel of the service of the Agreement is the Swedbank Gateway). 7.4 If the funds available in the service fee account are insufficient for debiting it in the amount of service fees and other financial obligations arising from the Agreement (including the amount arising from Section 8.2 of the Agreement), the Bank shall be entitled to calculate penalty interest at the rate laid down in the Bank's price list or in the Special Price Agreement starting from the date the debt becomes due until the amounts have been duly paid. The Bank shall be entitled to debit the service fee account in the amount of the penalty interest that has to be paid by the Service Provider. 8 Liability 8.1 Upon a breach of obligations assumed under the Agreement, the Bank and the Service Provider shall be held liable pursuant to the provisions and to the extent provided for in the law of the Estonian Republic and the Agreement. 8.2 The Service Provider shall be responsible for the correctness of the data submitted to the Bank. If the data submitted to the Bank by the Service Provider are incorrect or the Service Provider does not duly fulfil the obligations arising from the Agreement and this causes damage to the Bank or another person, the Service Provider shall compensate the aggrieved party for the damage. The Bank shall be entitled to debit the service fee account of the Service Provider in the aforementioned amount. 8.3 If the person ordering an E-invoice is a Client but not a Buyer, the Service Provider shall be responsible for forwarding the E-invoice to the right person and for the existence of all relevant consent. 8.4 The Service Provider shall be responsible for the correctness of all data and details (including the account number) on the E-invoice. The Service Provider shall be responsible for resolving disputes arising between the Client or the Buyer and the Service Provider from the E-invoice and delivery thereof. 8.5 The Bank shall be responsible only for delivery of an E-invoice in accordance with the terms and conditions of the Agreement. 8.6 The Bank shall not be liable:
8.6.1 for the content of E-invoices received from the Service Provider and delivered to the Client; 8.6.2 for the payment of E-invoices; 8.6.3 for any damage arising for the Service Provider if the Service Provider fails to follow the requirements laid down in the Agreement which results in the inability of the Bank to deliver the E-invoice to the Client; 8.6.4 for any damage arising for the Service Provider in connection with the circumstances that the E-invoice could not be delivered to the Client for the reason described in Section 5.7 of the Agreement; 8.6.5 for delivery of the E-invoice to the right Client and for actual receipt of the E-invoice by the Client. The Bank will have fulfilled its obligation arising from the Agreement when the Bank has delivered the E-invoice to the Client through an Electronic Channel or another channel; 8.6.6 for the possibility to use the Template provided for in the Agreement if the Electronic Channel used is not the online banking system of the Bank; 8.6.7 in the events provided in the General Conditions of the Bank. 9 Amendments and Supplements to Agreement 9.1 The Bank shall be entitled to amend the Agreement unilaterally on the grounds and in the manner set out in the General Conditions of the Bank. 9.2 If the Service Provider does not agree to the amendments to the Agreement, the Service Provider shall be entitled to cancel the Agreement on the grounds and in the manner set out in the General Conditions of the Bank. 9.3 If the Service Provider has not cancelled the Agreement pursuant to Section 9.2 of the Agreement and the General Conditions of the Bank, the Parties shall consider the Service Provider to have accepted the amendments and to have no complaints regarding the amendments. 9.4 Amendments shall enter into force after a period of notice has elapsed or at a later date set by the Bank. 9.5 The Bank shall amend the data in the Agreement at the request of the Service Provider without entering into an annex corresponding to the amendment. A change in the start or end date of the debiting period shall become applicable to the Client with respect to the E-invoice payment agreements to be made and amended following the change. The payment date shall not be amended with respect to the existing E-invoice payment agreements. 9.6. If the Service Provider delivers the rights and liabilities arising from the Agreement to third party, the Service Provider undertakes to notify the Bank and Clients thereof on a durable medium at least 2 months in advance. Pursuant to the notification of the Service Provider, the Bank shall amend the requisite elements of the Service Provider in the E-invoice payment agreements. 9.7. Upon termination of sending the E-invoices by the Service Provider, the latter shall notify the Clients thereof informing them about new format for sending the invoices. 10 Term and Cancellation of Agreement 10.1 The Agreement shall enter force as of agreement thereon by both of the Parties and shall remain in force for an unspecified period. 10.2 The Parties shall be entitled to unilaterally cancel the Agreement at any time, by notifying the other Party thereof at least one (1) month in advance. 10.3 The Service Provider shall be entitled to cancel the Agreement without a period of notice if the Bank is in breach of the Agreement and fails to rectify the breach during an additional term for rectification established for the Bank by the Service Provider. An additional term for rectifying a breach of the Agreement shall not be shorter than 7 (seven) Business Days.
10.4 For compelling reasons, the Bank shall be entitled to extraordinary cancellation of the Agreement without a period of notice (including pursuant to Section 9 of the General Conditions of the Bank). 10.5 The Agreement shall be automatically considered to be terminated if the Service Provider has not sent any Invoice Files or Applications Files to the Bank within six (6) months of the date of entry into force of the Agreement. 10.6 The Parties shall submit the notice of cancellation of the Agreement in a written form to the contact details specified in the Agreement. A Party shall be entitled to consider the contact details of the other Party correct until the other Party has notified them of a change in the contact details. 10.7 Upon termination of the Agreement the Bank shall be entitled to debit from the service fee account or another current account of the Service Provider that they have opened in the Bank all service fees and other amounts to be paid under the Agreement (including service fees for E-invoices delivered by the Bank but not yet paid for by the Service Provider). The Service Provider shall ensure that upon termination of the Agreement sufficient funds are available in the service fee account so that the amounts to be paid can be debited. If on the date of termination of the Agreement there are insufficient funds in the service fee account to debit the aforementioned amounts, the Service Provider shall pay penalty interest on the debt according to the Bank's price list or the Special Price Agreement. 10.8 Upon termination of the Agreement the Service Provider shall immediately notify the Buyer thereof and send an invoice to the Client in another way. If the Bank cancels the Agreement on the grounds described in Section 10.4 of the Agreement or if the Service Provider cancels the Agreement on the grounds provided for in Section 10.2 of the Agreement, the Service Provider shall compensate the damage caused to the Client due to termination of the Agreement. 11 Other terms and conditions 11.1 The information (including the data of Buyers and Clients) that a Party has received from the other Party during the performance of the Agreement and that has not been lawfully published shall be confidential and shall not be disclosed to third parties without the written consent of the other Party. The Parties shall take regulative, physical and information technology measures that are sufficient for ensuring the secrecy, authenticity and integrity of confidential information. 11.2 Section 11.1 of the Agreement shall not apply if disclosure of confidential information to a third party is: 11.2.1 required by legislative provisions; 11.2.2 obviously required to fulfil the obligations arising from the Agreement; 11.2.3 necessary for the protection of rights if the other Party has breached the Agreement; or 11.2.4 necessary for a Party in order for them to receive legal advice, auditor's or accounting services, provided that the providers of these services ensure that the information remains confidential. 11.3 If the obligation provided for in Section 11.1 of the Agreement is breached, the Party shall immediately take measures in order to reduce and prevent damage that may arise for the other Party as a result of such a breach of the obligation. 11.4 The confidentiality requirement shall apply for an indefinite period and shall not be dependent on the validity of the Agreement. 11.5 The Service Provider may authorise a third party to receive from the Bank and to send on behalf of the Service Provider to the Bank files (datasets) that are exchanged between the Parties under the Agreement. If the Service Provider opts for the above option, the Service Provider shall nevertheless be responsible before the Bank for all consequences resulting from failure to fulfil the Service Provider's obligations arising from the Agreement. 11.6 The Service Provider may process the data of the Buyer and the Clients only for the
purposes, in the manner, pursuant to the procedure and to the extent that it is necessary to fulfil the obligations provided for in the Agreement. The Service Provider shall, inter alia, adhere to the provisions of the Personal Data Protection Act. 11.7 None of the Parties may assign to third parties the rights and obligations arising from the Agreement without the prior written consent of the other Party. 11.8 Issues not regulated in the Agreement shall be governed by the General Conditions of the Bank (including Section 7 of the General Conditions) and the principles of processing client data in the Estonian companies of Swedbank. The Service Provider confirms that they have read and agree to adhere to these documents in their relationship with the Bank. 12 Documents of Agreement 12.1 The documents of the Agreement are: 12.1.1 Invoice Requirements; and 12.1.2 Technical Requirements.