1.1 This agreement ("Agreement") is between Briox Finland AB (company number 2440382-4) ("Briox") and you or your company ("Customer").
1.2 Briox develops and provides software for Accounting, Invoicing, Orders, Purchase Orders, Filing, Linked Documents, Time Accounting, CRM and future products that are hosted on Briox servers, and that the User can manage over the Internet. The services for which the User pays are referred to below as the Services. The software is licensed to the Customer for a monthly fee and is stored together with the Customer's data on Briox's servers.
1.3 This Agreement together with the Terms and conditions, the Privacy Notice and the Data Processing Agreement set out the terms on which Briox provides and the User pays for Briox Services.
The following words and terms used in the Agreement shall have the meanings set out below:
Point of Connection
Point at which Briox hands over the Services to a publicly available communications network.
User
Individual who at any given time shall have access to the Services in the capacity of either employee or contractor of a Direct Customer, Direct Customer with an agency agreement, Agency or, where applicable, Agency Customer. A User also includes a System Administrator.
Agency
An accounting firm or similar company that purchases the Services from Briox to use them to assist Direct Customers with agency agreements or Agency Customers with financial services based on the Services.
Agency Customer
A company, sole proprietorship or legal entity whose finances etc. are managed through the Services as an Agency Customer. Agency Customer has no agreement directly with Briox.
Direct Customer
A company, sole proprietorship or other legal entity that has entered into an agreement regarding the Services directly with Briox, without having an agreement with an Agency.
Direct Customer with
Agency Agreement
A company, sole trader or other legal entity person that has entered into an Agreement for the Services directly with Briox and that has also entered into a contract with an Agency for the same database.
Customer
A company, sole trader or other legal entity that enters into this Agreement with Briox. A Customer can either be a Direct Customer, Direct Customer with Agency Agreement or Agency.
Customer Data
The data of the Customer or Agency Client that (i) Users provide in or to the Services or (ii) that arise because of the use of the Services or (iii) are the result of Briox's processing of such data.
Area
Finland
Downtime
Refers to material errors that result in the Services not being available to the Customer or the User. Downtime must be reported to Briox.
System Administrator
The person at the Customer who carries out registration of a company, sole proprietorship or other legal entity with Briox in connection with the conclusion of the Agreement. For a Direct Customer with an Agency Agreement, the Direct Customer may have one System Administrator and the Agency another for the same account. Alternatively, the System Administrator for the Direct Client with an Agency Agreement and the Agency may be the same person.
Services
The services provided by Briox that Briox and Customer have agreed that Customer is authorised to use.
Third-party application
The software or software in the Services whose copyright clearly belongs to a company other than Briox.
As soon as the Customer has ordered the Service, the Agreement begins to run. The Agreement period is the same period as the payment period, i.e. either monthly, quarterly, annually or as agreed by the parties. If the Customer has ordered different modules of the Service, the Agreement period starts from the time when the first module was ordered. The agreement is automatically extended for the same period if the Service has not been cancelled in writing or via a function in the Service at least one month before the end of the agreement period.
4.1 The Agreement covers the Services ordered by the Customer in connection with the conclusion of the Agreement and the additional services ordered by the Customer, possibly through the System Administrator, during the term of the Agreement.
4.2 Briox undertakes to provide the Services at the Connection Point during the term of the Agreement and on the terms specified in the Agreement. The Services shall be provided in a professional manner.
4.4 Briox is responsible for the further development of the Service and decides alone which improvements and technical adaptations are to be made to the Service. Briox has the right to change the Services or completely remove the Service during the Agreement period. If such a change would cause more than minor inconvenience or increased costs for the Customer, the Customer is entitled, within thirty (30) days of the change taking effect, to terminate the Services covered by the change.
4.5 Briox provides support on programme-specific issues concerning the functionality of the Services. Customer can contact Briox through the contact details provided on Briox's website or via the Briox Help Centre available in the Services.
Questions regarding the application of the regulations governing the use of the Services, such as accounting, questions of a technical nature and corrections due to incorrect use of the Services are not included in Briox's support.
By this Agreement and in accordance with the terms and conditions set out herein, Briox grants the Customer a non-exclusive, non-transferable or assignable licence to use the Services in the Area during the term of the Agreement and to allow the User to use the Services.
The System Administrator is authorised to act on behalf of the Customer to;
a) order additional Services,
b) add Users,
c) authorise Users to use the Services and thereby obtain their own login details,
d) appoint other persons who shall also be authorised as System Administrator
e) approve changes and updates to this Agreement.
7.1 The Customer may only access the Services for the purpose for which they were developed and may only be used for lawful purposes.
7.2 The Agreement does not transfer copyright or other intellectual property rights to the Service to the Customer. The Customer may not copy, modify or otherwise handle software or other material related to the Service.
7.3 The Customer is obliged to provide correct information when registering as a User with Briox and also to notify Briox if such information changes. The Customer is responsible for ensuring that usernames and passwords are stored securely. The Customer also undertakes to notify Briox if the login details have disappeared or if they may have been exposed to a Third Party. The Customer is responsible for any unauthorised use of the Service. The Customer is responsible for any unauthorised use of the Service. The Customer may request that Briox blocks the Service or that the User receives a new password.
7.4 The Customer agrees that the Service may only be used for lawful purposes and the Customer undertakes to indemnify Briox against all claims from Third Parties made against Briox in connection with the Customer's use of the Service, including but not limited to claims relating to infringement of Third Party intellectual property rights.
7.5 The Customer is responsible for ensuring that the information which is entered into the Services does not violate applicable legislation, such as national data protection legislation and other applicable laws and regulations.
7.6 The Customer is responsible for ensuring that Third Party software such as browsers, PDF readers, toolbars, antivirus software and firewalls are correctly installed and allow traffic to websites referred by Briox. The Customer is also responsible for any payments, unless otherwise specifically agreed, in relation to Third Parties.
8.1 If the Customer is an Agency, it obtains, in addition to the licence in section 5, a right and an obligation to enter into an agreement with the Agency Customer regarding the use of the Services on the corresponding terms and conditions set out in these terms and conditions. This right does not include the right to allow the Agency Customer to grant others the right to use the Services.
8.2 Briox shall not bear any liability directly in relation to the Agency Customer. The Agency is, subject to the conditions and limitations set out in this section 9, responsible in relation to Briox for ensuring that the Agency Customer's use of the Services is in accordance with the terms of the Agreement.
8.3 If a System Administrator at the Agency orders Services for a Direct Customer with an Agency Agreement during the term of the Agreement, the Agency guarantees that the System Administrator is authorised to carry out such an order and thereby bind the Direct Customer with an Agency Agreement. The Agency shall, without limitation, indemnify Briox for any loss incurred by Briox if such authorisation is lacking and is furthermore obliged to pay compensation to Briox for the Services ordered in the name of the Direct Customer with the Agency Agreement.
8.4 The Agency shall ensure that Briox is entitled, without limitation of liability, to claim compensation from the Agency Customer for all direct and indirect damage that the Agency Customer, through its Users, has caused Briox by
a) infringing Briox's intellectual property rights
b) causing Briox to infringe the rights of Third Parties or acting in breach of the law, or
c) wilfully or through gross negligence damage or otherwise adversely affect Briox or the Services through viruses, trojans, worms or other malicious software.
The Agency shall also acquire the right in relation to the Agency Customer to transfer claims against the Agency Customer arising under this paragraph from the Agency to Briox.
8.5 If damage occurs to Briox under clause 8.3, the Agency shall either itself, and in that case at its own expense, make a claim against the relevant Agency Customer or assign the right to pursue the claim to Briox at Briox's own expense. All sums paid to the Agency by the Agency Customer or another party in connection with such a claim shall be paid to Briox without delay.
8.6 If the Agency has not acquired the right for itself and Briox or fails to pursue a claim against the Agency Customer in accordance with clause 8.3, the Agency shall be fully liable without limitation for the damage caused to Briox by the Agency Customer.
8.7 The Agency shall, without limitation, indemnify Briox against all claims, damages and costs attributable to the Agency Customer or Third Parties arising out of the Agency's failure to fulfil the obligation in clause 8.1 or to ensure that Briox obtains rights directly against the Agency Customer as set out in these terms and conditions.
9.1 Unless the parties have agreed otherwise, the prices for the Services published on Briox's website at the time of the conclusion of the Agreement shall apply. The same applies to any extension of the Agreement.
9.2 Briox is entitled to increase the fee with immediate effect if the increase is directly attributable to external factors such as changes in exchange rates, taxes or similar general charges, and in the event of other similar circumstances of economic significance for the Service outside Briox's control and which affect the cost of providing the Service. Briox shall notify changes in fees that are not attributable to external factors no later than thirty (30) days before the fee changes take effect, whereby the Customer is given the opportunity to terminate the Agreement with one (1) months’ notice.
9.3 The fixed fees for the Service are invoiced in advance on a monthly, quarterly or annual basis according to the Customer's choice. The running costs of the Service are based on utilisation and are invoiced in arrears. Payment terms are 30 days net.
9.4 In the event of a payment reminder, a reminder fee will be charged.
9.5 In the event of cancellation, no refund of fees already paid will be made.
10.1 Briox undertakes to provide the Service to the Customer 24 hours a day, except for planned downtime, subject to the limitations of the following Availability Levels.
10.2 Briox shall maintain the availability of the Service at 99.6% or higher. If, during the term of the Agreement, the Availability figure is below 99.6% during the Service Time, the Customer may request the penalty specified below. The penalty corresponds to the licence fee paid by the Customer per calendar quarter for the relevant part of the Service. In addition to the payment of such penalty, Briox shall not be obliged to pay any compensation to the Customer due to lack of availability.
10.3 Non-availability exceeding a total of five working days during a quarter (corresponding to an Availability Figure below 94.4%) is to be regarded as a material breach of contract and entitles the Customer to terminate the Agreement with immediate effect and receive damages in accordance with clause 11 of the Agreement.
Service Time means working days (09.00-17.00), during which Briox guarantees to initiate and remedy operational interruptions when availability is impaired.
Fault reports submitted by the Customer are prioritised as follows:
Critical: Reduced functionality of the Service that has an extreme and severe effect on the Customer's operation of the Service or if there is an interruption of the Service (other than planned downtime).
High: Reduced functionality of the Service that has a severe impact on the Customer's operation of the Service.
Medium: Reduced functionality of the Service that has a minor impact on the Customer's operation of the Service.
Low: Reduced functionality of the Service that has only a minor impact on the User's operation of the Service and the Customer can use the Service unhindered.
Failure to meet the guaranteed availability time on more than four occasions during a quarter is considered a material breach of contract and entitles the Customer to terminate the Agreement.
Availability of the Service is measured according to the following formula:
A= (P-F) * 100/P where
A= Availability in percent
P= Agreement time measured in minutes
F= Time lost within the period P measured in minutes defined as Downtime. Downtime refers to significant errors that result in the Service not being available to the Customer. Downtime must be reported to Briox as a critical error.
Fault reports can be made around the clock, every day of the year, by e-mail or telephone during service hours.
Support is provided for programme-specific issues. Questions relating to the application of the regulations concerning the areas of use of the programmes and questions of a technical nature as well as corrections due to incorrect use of the programmes are not included in the support. The Customer can find information on how to contact support on the Briox website.
Briox has the right to make changes to the Service environment that do not affect the content of the Service or the level of Availability. Briox also has the right to make changes that are necessary to reduce the security risk of the data or are a result of law or regulation by authorities.
11.1 If there is an error in the Service so that the processing of the Customer's data leads to an incorrect result, Briox undertakes, as soon as circumstances require, taking into account the nature of the error and the circumstances in general, to reprocess the Customer's data at its own expense.
11.2 Briox's liability under clause 11.1 above only applies provided that: (i) the Customer has fulfilled all the obligations set out in clause 7 above; (ii) the fault in the Service is reported to Briox by the Customer within thirty (30) days after (iii) the Customer provides Briox with the data necessary for Briox's processing under clause 11.1 above.
11.3 This Clause 11 constitutes, in addition to what is stated in Clause 10 above, Briox's sole liability in respect of errors in the Service.
12.1 The Customer shall compensate Briox for damages incurred by Briox due to the Customer and/or Users negligently using the Services in breach of the Agreement or in a way that may damage Briox.
12.2 In addition to what is stated above under clause 10, Briox has no liability for the functioning or quality of the Services. Briox is not liable for advice or information that the Customer and/or the User has been given the opportunity to obtain from a Briox employee, consultant or Third Party in connection with the Services.
12.3 Briox is not liable for non-fulfilment of the agreed Availability Level if Briox can demonstrate that this has been caused by one of the following circumstances and provided that such circumstance is not directly attributable to Briox:
a) failure of the User's equipment or software;
b) virus or other attack on the User's security;
c) circumstances outside Briox's area of responsibility for the Service, such as a breakdown in communication or other products or Services from a Third Party for which Briox has not expressly accepted responsibility;
d) cyber-attacks; or
e) force majeure, which means that Briox is not obliged to pay compensation for loss or damage that the Customer may suffer as a result of the fulfilment of Briox's obligations being prevented or substantially impeded by circumstances that Briox could not reasonably have controlled or foreseen, including but not limited to labour disputes war, insurrection or riot, mobilisation or unforeseen military call-up, requisition, seizure, currency restrictions, export or import restrictions, earthquake, lightning, fire, flood or water damage, general shortage of goods or means of transport, legislation and government restrictions.
12.4 With the exceptions stated herein, Briox is liable for Third Party Applications as for its own delivery. However, Briox has no liability for Third Party Applications where the Customer accepts the subcontractor's agreement for the first time in connection with the use of the Services or for Third Party Applications that have only connected to the Services via the APIs provided by Briox and which are reported on Briox's website.
13.1 Regarding the processing of personal data in the Services, the provisions of the Data Processing Agreement related to this Agreement and its sub-annexes apply.
13.2 "Controller" in the Data Processing Agreement means the Customer. "Data Processor" refers to Briox. This also applies in cases where the Customer is an Agency with Agency Clients, in which case the Agency Clients are, according to applicable data protection legislation, the Data Controller, the Agency is the Data Processor and Briox is a so-called sub-processor to the Agency. For such situations, to the extent that the Agency further delivers the Services to the Agency Customers, the Agency shall, in accordance with section 8.1, enter into a Data Processing Agreement with the Agency Customers on the terms and conditions set out in the Data Processing Agreement related to these Terms and Conditions.
14.1 Briox is not entitled to use Customer Data unless otherwise stated in these Terms and Conditions.
14.2 Briox has the right in relation to the Customer to use Customer Data, and the Agency shall ensure that Briox has the right in relation to the Agency Customer to use Customer Data, for statistical purposes, to improve and develop the Services and for marketing in accordance with clause 19.
14.3 Briox is also entitled to transfer Customer Data to group companies, suppliers or partners to be able to deliver and/or develop the Services or for such companies to be able to provide and market services that are closely related to Briox's services.
14.4 The Customer shall ensure that Customer Data is free from viruses, trojans, worms or other software or code that may damage the Services.
14.5 The Customer shall indemnify Briox against any direct or indirect damage incurred by Briox because of Customer Data infringing an intellectual property right or other right, or Customer Data or its use in the Services otherwise contravening applicable legislation.
14.6 The Customer is responsible for ensuring that, in connection with the termination of the Agreement, the Customer removes all Customer Data from the Services that the Customer may need for future use.
14.7 If the Agreement has been terminated, Customer Data will be stored for thirty (30) days, after which Briox is entitled to delete the Customer's remaining material in the Services.
14.8 Briox's liability for the Customer's data is limited to what is stated in clause 10 above.
15.1 Authentication and encryption
15.2 Modern server localisation
15.3 System architecture and backups
15.4 Knowledge and information protection
If the User suffers damage because of deficiencies in Briox's data security, negligence or deviations from Briox's commitments, or due to the negligence of one of Briox's suppliers, Briox will compensate the User subject to Clause 17. Only direct damage is covered, i.e. not, for example, loss of profit or expected savings.
Compensation to the User shall not be paid in any cases other than those regulated in the Agreement. Briox's liability is in all circumstances limited to a maximum of one price base amount for general insurance. For compensation to be paid, a claim must be made within two months of the damage being discovered or should have been discovered. Briox is not liable for indirect damage such as loss of profit or reduced or temporarily suspended production, income or costs for replacement personnel.
18.1 The parties undertake not to disclose "Confidential Information" to Third Parties during the term of the Agreement and thereafter without the consent of the other party. Confidential Information means any information of a financial, technical, commercial or other nature, whether documented in writing or not, which comes to the attention of a party in connection with the Agreement or related matters (whether obtained directly from the other party or a Third Party or generated during the term of the Agreement). However, Confidential Information shall not include information which the party can show;
a) is publicly available or becomes publicly available otherwise than through the breach by the recipient of the information of the other party,
b) that the party has obtained independently of the other party, its Confidential Information and independent of the parties' agreement,
c) that the party has been authorised to access by a Third Party without an undertaking of confidentiality,
d) that, without being subject to an obligation of confidentiality, the Party was aware when it received it from the other Party.
18.2 Notwithstanding the provisions of Clause 18.1, Briox is entitled to disclose the following Confidential Information to Briox's group companies, partners and/or suppliers
a) information about who the Customer is,
b) other information that needs to be disclosed for Briox, its suppliers or partners to deliver and/or develop the Services, and
c)information that needs to be disclosed for other partners providing services related to Briox's services to be able to deliver and/or develop such services.
19.1 Briox may, by special agreement with the Customer, for marketing purposes, identify the Customer as a user of the Services.
19.2 Briox is entitled to, and the Agency shall in relation to the Agency Customer ensure that Briox is entitled to, in the Services, by e-mail or otherwise, to market services that Briox, or Briox's partners provide with the limitations set out in section 14 regarding the use of Customer Data.
19.3 Marketing in the Service or by electronic mail must always contain a valid address to which the Customer can send a request to stop the marketing. The Customer may choose to terminate the marketing in the Service and/or by electronic mail.
20.1 In addition to what is otherwise stated in this Agreement, a party is entitled to terminate the Agreement with immediate effect if the other party (a) has committed a breach of contract and fails to rectify the breach within thirty (30) days of receipt of the other party's written reminder of the breach of contract or (b) initiates liquidation proceedings, files for or is declared bankrupt, suspends payments or is otherwise likely to become insolvent.
20.2 In the event of late payment, Briox is entitled to temporarily suspend the Users' access to the Services until all amounts due have been paid and/or if the User terminates the Agreement fifteen (15) days after the Customer should have paid.
20.3 The way notice is to be given is set out in clause 24.
20.4 From the date of termination of the Agreement, the Customer and Users no longer have any right to use the Services. Briox has the right to delete Customer Data stored in the Services as set out in clause 14.
Briox shall be entitled to amend this Agreement without the prior consent of Customer. The Customer will be informed of such changes that are materially disadvantageous to it and such changes will enter into force thirty (30) days after the Customer has been notified of the change or such later date as Briox may specify. In the event of changes that are to the Customer's material disadvantage, the Customer shall be entitled to notify Briox no later than fourteen (14) days before the change takes effect that the Customer is terminating the Agreement with effect from the date on which the change takes effect. The notice of termination shall be in writing and shall be sent in accordance with Clause 24.
The Customer may not assign or transfer its rights under the Agreement to a Third Party without Briox's prior written authorisation. In the event of any assignment, the new contracting party shall confirm in writing that it accepts the provisions of the Agreement.
23.1 If Briox receives conflicting instructions from authorised representatives of a Customer as to who is to be entitled to access Customer Data or other instructions regarding the Services, Briox is entitled, before Briox takes action, to request written instructions from the Board of Directors or, where applicable, the entire Board of Directors of the Customer in question. Briox shall also be entitled to choose whose instructions Briox shall follow, provided that this does not constitute a breach of the Agreement in general.
23.2 If Briox receives conflicting instructions from the authorised representative of the Agency on the one hand and the authorised representative of the Direct Customer with an Agency Agreement on the other hand as to who should be entitled to access Customer Data or other instructions relating to the Services for the relevant Direct Customer with an Agency Agreement, Briox shall be entitled to choose whose instructions Briox shall follow, provided that this does not otherwise constitute a breach of this Agreement.
24.1 Briox will send notices to the Customer via the Services, by post to the address notified by the Customer, by e-mail to the e-mail address notified by the Customer or in any other way agreed between the parties.
24.2 Notification to the Customer of a change in terms and conditions and any other notifications under the Agreement shall be deemed to have been received by the Customer no later than three (3) days after the notification has been sent by post to the address notified by the Customer to Briox in writing. Notices made in the Service or sent by e-mail to the e-mail address last notified by the Customer to Briox shall be deemed to have been received by the Customer immediately.
24.3 The Customer is obliged to notify Briox in the Service of updates to its address, e-mail address or other contact details provided to Briox.
24.4 The Customer may submit messages to Briox regarding this Agreement by contacting Briox Support.
25.1 The rights and obligations of the parties in the interpretation and application of the Agreement shall be determined in accordance with the law of the Area.
25.2 Disputes arising out of the Agreement shall be finally settled in Helsinki by arbitration at an arbitration centre (the "Centre"). The Centre's rules for simplified arbitration shall apply unless the Centre decides, considering the complexity of the case, the value of the subject matter or other circumstances, that the rules of the arbitration centre shall apply to the proceedings. In the latter case, the Institute shall also decide whether the arbitral tribunal shall consist of one or three arbitrators.
25.3 The parties always have the right to apply to a Finnish court or other competent authority if the amount in dispute does not exceed one hundred thousand (100,000) euros. The parties may agree to resolve a dispute in the first instance at the Bar Association in the Area in accordance with their regulations.
