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Terms of Use

Table of contents
1. Introduction
2. Services
3. The eSynCloud Platform
4. Registration
5. System administration
6. Pricing
7. Payment terms
8. Warranties and Limitation of Liability
9. Third Party Websites and Services
10. Content and Responsibility
11. Indemnification
12. Data Protection
13. Changes
14. Term
15. Termination
16. Intellectual Property Rights
17. Customer Data
18. Messages
19. Assignment to Third Parties
20. Severability
21. Entire Agreement
22. Applicable Law and Jurisdiction
23. Disclosures
24. Contact

1. Introduction
Within the scope of these Terms of Use, the following definitions shall apply:

“Client” refers to a company which utilizes Supplier Digital Onboarding tomanage their incoming invoices.
“Client User” refers to an individual who utilizes our Platform and services fortheir intended areas of use, on behalf of the Client.
“Content” refers to the material available on the Platform and Services as well as any material that you are able to upload through said Platform and Services.
“Customer Data” refers to data that you in any way, yourself or through other Users, submit to us or that we otherwise receive through your use of the Services.
“End User” refers to a company who utilizes our Platform and Services to send invoices to the Client.
“Effective Date” refers to the date when the Agreement has been signed byboth the Client and eSynergetics.
“Service or Services” refers to our Website, Platform and the services providedt hrough it.
“System Administrator” refers to a person who has subscribed to the Serviceson behalf of the Client, or who has otherwise been appointed by the Client as the System Administrator.
“User” refers to all Clients, Client Users and End Users.
“User Account” refers to the account held by a specific Client or End User.
“You or “you” refers to you as a Client, Client User or End User of our services.
1.1 Welcome to Supplier Digital Onboarding, a service provided through the company eSynergetics AB (here inafter referred to as “eSynergetics”, “we” “our”,or “us”).
1.2 These Terms of Use govern your use of esyn.se (the “Website”) and allrelated tools, applications, data, software, APIs (which may also be subject toseparate API Terms of Use) and other services provided by eSynergetics nowand in the future (the “Services”).
1.3 Through this Agreement, we grant you a non-exclusive, non-transferable or transferable right for you to use the Services during the term of the Agreement. Please note that Client Users must be employed by you, or otherwise work on your behalf, for example a consultant.
1.4 These Terms of Use, together with our separate document on the gathering, use and protection of your personal data (the “Privacy Policy”) and any other terms specifically referred to in that document, constitute a legally binding agreement (the “Agreement”) between you and eSynergetics regarding your use of the Website and its connected services (together, the“Platform”).
1.5 Your access to and use of our services is conditioned on your acceptance of and compliance with these Terms of Use. By accessing the Services, you agree to be bound by these Terms of Use. We reserve the right to, at any time, make any changes or amendments to these Terms of Use that we deem to be necessary.
1.6 As a Client, Client User or End User of our services you represent and warrant that you are going to read our Terms of Use and our Privacy Policy very carefully. If you do not agree to any of the provisions set out in those documents, you should not use the Platform. By accessing or using the Platform, registering an account, or by viewing or accessing, any information or content from or to the Platform, you represent and warrant that you have read and understood the Terms of Use and Privacy Policy, will abide by them, and that you are 18 years of age. By continuing to use our Services you represent and warrant that you have accepted our Terms of Use.

2. Services

2.1 eSynergetics has developed an easy and effective way for SME and LargeEnterprise companies to streamline and standardize their management ofinvoices.
2.2 eSynergetics provides electronic invoicing services that are compliant with the standardized PEPPOL (Pan-European public procurement online) Bis 3.0 format. PEPPOL constitutes regulations for electronic commerce for the purpose of simplifying public procurement and cooperation between EU member states. The purpose of our Services is to allow our customers to leave manual invoicing services behind and enter into a digital (as well as fully automated) process where the correct data is secured from the initial phases of use.

3. The eSynCloud Platform

3.1 Supplier Digital Onboarding is provided through our eSynCloud Platform.

3.2 To enable digitization and standardization of End User invoices through the eSynCloud Platform, Client agrees to share relevant Customer Data with eSynergetics, including:
(i) End User company information
(ii) End User contact information
(iii) End user invoices

3.3 Upon registering for our Services, you understand that your access and us eof the eSynCloud Platform is subject to your strict compliance with these Terms of Use and any applicable guidelines that we may choose to enforce, including, without limitation, the following.

3.3.1 You are not permitted to copy, rip or capture, attempt to copy, republish , make available or otherwise communicate to the public any of the eSynCloud Platform’s or any other User’s content from the eSynCloud Platform or any part of the eSynCloud Platform, other than
(i) by means of download in circumstances where eSynergetics or the relevant uploader has elected to permit downloads of the relevant item of content and
(ii) where such content is your uploaded content, or
(iii) as permitted under these Terms of Use and within the parameters set by the uploader

3.3.2 Users are not permitted to use the eSynCloud Platform to upload, post, store, transmit, display, copy, distribute, promote, or otherwise make available and communicate to the public:
(i) any content that is deemed to be offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable, whereas such a decision will be made at eSynergetics’s reasonable discretion;
(ii) any information, content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right;
(iii) any content that violates, breaches or is contrary to any applicable law, rule, regulation, court order or is otherwise is illegal or unlawful in eSynergetics’s reasonable opinion; or
(iv) any material of any kind that contains or may contain any virus, spyware, adware, malware, or other harmful or malicious component, which will or might overburden, impair or disrupt the eSynCloud Platform or its servers or networks.

3.3.3 Users are not permitted to collect or attempt to collect personal data, or any other kind of information about other users. For more information on the protection of your personal integrity we ask that you read our Privacy Policy.

3.4 You, as a User agree to comply with the above conditions, and acknowledge and agree that eSynergetics has the right, at its sole discretion, to terminate your account or take such other action as eSynergetics may see fit if you violate any of the above conditions or any of the other terms of these Terms of Use. This may include, but is not limited to, taking court action and/or reporting offending users to the relevant authorities.

4. Registration

Upon registering an account on the eSynCloud Platform, the Client is required to provide us with at least, but not limited to, the following information:
(i) username,
(ii) password
(iii) full name of System Administrator
(iv) e-mail address of System Administrator
(v) phone number to System Administrator
(vi) your payment information

The information you provide shall be current, true and complete. You are responsible for keeping your information updated at all times.

5. System administration

The System Administrator is the Client’s contact person in all matters relating to the Services and the Agreement. The System Administrator may, among other things, do the following things on your behalf:

  • order additional Services,
  • add and delete Client Users,
  • give Client Users permission to use the Services, which means that theyreceive their own login information,
  • appoint other persons who may also act as System Administrator,
  • change invoice recipients,
  • receive changes and updates to this Agreement,
  • terminate this Agreement, and
  • decide on other issues that arise as a result of this Agreement.

6. Pricing

6.1 The prices stated on your order form are the applicable prices for our Services. We have the right to increase the prices if the increase is due to circumstances we cannot control, such as changes in exchange rates, taxes or other circumstances of economic significance that affect the cost of providing the Services. Price adjustments must be made by consensus and approved by the customer. The new price does not take effect until the next contract period begins. You then have the opportunity to terminate the Agreement with us until the day before the price increase takes effect.

6.2 All prices quoted are exclusive of VAT. You are responsible for paying VAT, other taxes and public fees paid for the Services you purchase from us.

6.3. The eSynCloud platform is provided to End Users (suppliers) free-of-charge.

7. Payment terms

eSynergetics shall invoice the Client on a monthly- or quarterly basis for the applicable monthly fees, as well as for additional services provided. Invoices are based on calendar months and sent out on the first business day of the upcoming calendar month. Client agrees to pay such invoices within thirty (30) days after the date of the applicable invoice.

8. Warranties and Limitation of Liability

8.1 We are responsible for errors regarding the Services. Such errors imply when the Services do not function as they should with regard to the Services’ content or function, provided that the error is due to us. We are not responsible for the interpretation of supplier invoices, submitted proposals for accounting and other accounting documents being correct. We are also not responsible for errors that are due to you or anyone else for whom we are not responsible, such as other suppliers with whom you have entered into agreements that are linked to our Services.

8.2 In no event shall eSynergetics’s aggregate liability to you under this Agreement exceed the amount (if any) paid by you to eSynergetics during the previous twelve (12) months for the services giving rise to the claim.

8.3 eSynergetics and its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and shareholders, shall have no liability for:
(i) any loss or damage arising from:

  • your inability to access or use the eSynCloud Platform or any part or partsthereof, or to access any content or any External Services via theeSynCloud Platform;
  • any changes that eSynergetics may make to the eSynCloud Platform or any part thereof, or any temporary or permanent suspension or cessation of access to the eSynCloud Platform or any content in or from any or all territories;
  • any action taken against you by third party rights holders with respect to any alleged infringement of such third party’s rights relating to your content or your use of the eSynCloud Platform, or any action taken as part of an investigation by eSynergetics or any relevant law enforcement authority regarding your use of the eSynCloud Platform;
  • any errors or omissions in the eSynCloud Platform’s technical operation, or from any inaccuracy or defect in any content or any information relating to content;
  • your failure to provide eSynergetics with accurate or complete information, or your failure to keep your username or password suitably confidential;

(ii) any loss or damage to any computer hardware or software, any loss of data (including your content), or any loss or damage from any security breach; and/or

(iii) any loss of profits, or any loss you suffer which is not a foreseeable consequence of eSynergetics breaching these Terms of Use. A loss is foreseeable where it could be contemplated by you and eSynergetics at the time you agree to these Terms of Use, and as such do not include any indirect losses, such as loss of opportunity.

9. Third Party Websites and Services

9.1 The eSynCloud Platform may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services (hereinafter “External Services”).

9.2 eSynergetics does not have or maintain any control over, nor does it take any responsibility for the External Services and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, eSynergetics does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.

10. Content and Responsibility

eSynergetics reserves the right to block, remove or delete any content at any time, and to limit or restrict access to any content, for any reason and without liability, including without limitation, if we have reason to believe that such content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Use or applicable law, or is otherwise unacceptable to eSynergetics. Any such decision in terms of the nature of the uploaded content and whether or not it shall be removed will be made at the discretion of eSynergetics.

11. Indemnification

You hereby agree to indemnify, defend and hold harmless eSynergetics, its successors, assigns, affiliates, agents, directors, officers, employees, partners and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys’ fees, resulting from:

(i) any violation by you of these Terms of Use or any applicable guidelines; or
(ii) any third-party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from your activity on the eSynCloud Platform, and/or your engagement with End Users through the eSynCloud Platform.

12. Data Protection and Privacy

All personal data that you provide to us in connection with your use of the eSynCloud Platform is collected, stored, used and disclosed by eSynergetics in accordance with our Privacy Policy.

13. Changes

13.1 eSynergetics reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the eSynCloud Platform or any part thereof or any other tool provided through the Supplier Digital Onboarding Services, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, eSynergetics shall use its reasonable endeavors to notify registered users of such decision in advance. Any such decision will be made at eSynergetics’s discretion.

13.2 You hereby agree that eSynergetics and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers, partners and shareholders shall not be liable to you or to any third party for any changes or modifications to the Website and/or any Services that eSynergetics may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.

14. Term

14.1 The term of this Agreement will begin as of the Effective Date and will continue for twenty- four (24) months thereafter (“Initial Term”).

14.2 Upon the expiration of the Initial Term or any renewal term, the Agreement shall be automatically renewed for a one (1) year period unless, at least ninety(90) days prior to the renewal date, either party gives the other party written notice of its intent not to continue the Agreement. During any renewal term of the Agreement, the terms, conditions and provisions set forth in this Agreement shall remain in effect.

15. Termination

15.1 Either party may terminate this Agreement upon the expiry of the Initial Term or any renewal term by delivery to the other party of written notice of termination no later than ninety (90) days prior to the expiry of such Initial Term or renewal term, as the case may be

15.2 Upon any material breach or default of this Agreement by either party, the other party shall have the right to terminate this Agreement and the rights, privileges and licenses granted hereunder upon giving thirty (30) days’ written notice to the breaching Party. Such termination shall become effective upon the expiration of such thirty (30)-day period unless the breaching Party shall have cured any such breach or default prior to the expiration of such thirty (30)day period.

16. Intellectual Property Rights

This Agreement does not transfer any copyright or other intellectual property rights in the Services to you or anyone else. You may not copy, modify orother wise manage software or other material belonging to the Services. You shall defend us if claims are made or an action is brought against us for infringement due to you or the person using the Services in violation of this Agreement. This is done at your own expense. You must also reimburse us for all the costs and damages that we may be obliged to pay through settlement or judgment.

17. Customer Data

17.1 We may use Customer Data to fulfil our obligations, for statistical purposes, to improve and develop our Services and for marketing purposes. We may also transfer Customer Data to our group companies, suppliers and partners in order to be able to deliver or develop the Services or for such a company to be able to provide and market services that are related to our Services and thus relevant to Clients and End Users. We will not use Customer Data unless otherwise stated in this Agreement. You will be informed before any customer data is used for marketing purposes and have the right to deny if the use is not appropriate to your business or supplier relations.

17.2 You must ensure that Customer Data you provide us is free from viruses or other software or code that may damage the Services. You shall also indemnify us for any damage that we incur directly or indirectly due to the fact that the content of Customer Data or the use of Customer Data in the Services is contrary to applicable law. This may, for example, be that the content constitutes an infringement of an intellectual property right or other right.

18. Messages

We may send messages to you via the Services, letters to the address you have entered or e-mail to the e-mail address you have entered. Messages we send to you by post are considered to have reached you no later than three (3) working days after the message was sent from us. Messages are sent by post to the address you last submitted to us in writing. Messages we send to you through the eSynCloud Platform or via e-mail are considered to have reached you immediately. Messages sent via e-mail are sent to the e-mail address you last provided to us in writing. You must ensure that we have the correct contact information You must notify us in the Service of updates to the address, e-mail address or other contact information that you have provided to us.

19. Assignment to Third Parties

eSynergetics may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at anytime without prior notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of eSynergetics. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of eSynergetics.  Any such requests of assignment of rights will be handled at the sole discretion of eSynergetics.

20. Severability

Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect.

21. Entire Agreement

These Terms of Use, together with the privacy policy, constitute the entire agreement between you and eSynergetics with respect to your use of the eSynCloud Platform), and supersede any prior agreement between you and eSynergetics.

22. Applicable Law and Jurisdiction

Any potential dispute shall be settled in accordance with Swedish law and at the District Court of Stockholm.

23. Disclosures

Supplier Digital Onboarding is a platform and service provided through eSynergetics AB (559151-1554), a company incorporated under the laws of Sweden and with its main place of business at Vasagatan 10, 111 20, Stockholm, Sweden
You may contact us by sending correspondence to the above-mentioned address or by emailing us at info@esyn.se

24. Contact

You are more than welcome to contact us with any questions related to our Services. However, we cannot offer support in matters such as accounting or questions of a technical nature that are not related to the Service. You can contact us through the contact information available on our website or via our user support found when logged in to your User Account. Should you wish to raise a complaint or request a refund, please do so via email to info@esyn.se. eSynergetics is committed to ensuring that any received complaints or disputes are dealt with in a fair, open and timely manner. Current opening hours for support can be found on our website.