OpenCard Partner Agreement

Last updated: 31 August 2020

1. Introduction

These terms and conditions (the ”Terms”) contain the terms and conditions that govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “OpenCard Services”).

The Platform provide approved Partners (as defined below) with Transaction Information (as defined below) and Enriched Information (as defined below) from Issuers (as defined below) and Enrichers (as defined below) for purchases which are created and approved by the Partners Clients (as defined below). The Terms regulate the relationship between you, as the Partner, and us, as the Supplier.

The OpenCard Services are offered to you conditional upon your acceptance, without modification (other than Special Terms (as defined below) agreed by the parties pursuant to these Terms), of all of the terms and conditions contained herein and all other operating rules, policies, the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the OpenCard Services. When accepted by you (as defined below), these Terms form a legally binding agreement between you and Supplier (as defined below). If you are entering into these Terms on behalf of a legal entity, such as your employer, you represent that you have the legal authority to bind that legal entity.

These Terms also govern your use of the OpenCard Service if you sign up for a free trial.

2. Definitions

	Definitions
Account	the primary means for accessing and using the OpenCard Services, subject to payment of a Fee designated in the price list;
Cardholders	means the Client’s employees which have received a company payment card issued by an Issuer;
Consent	a freely given, specific, informed and unambiguous indication of the data subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her pursuant to Article 4(11) of GDPR;
Content	any data and information available through OpenCard Services or contained within the structure of the System, transaction information, purchase information, enriched data, documents, presentations, pictures, images, audiovisual works other informational materials and any comments;
Client	means the Partner’s customer;
ETNetwork AB	ETNetwork AB, a private limited company established in Sweden with the company number 556854-7706, having its registered office in Stockholm;
Fee	regular fee for using the activated Account;
Enricher	means eligible part collaborating with the Supplier, providing Enriched Information.
Enriched Information	means e.g receipt information, category information, vat information, Co2 information etc.
Guidelines	additional guidelines, policies or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform, e-mailed to the Partner or otherwise made available on or through the OpenCard Services;
Issuer	means certain eligible credit institutions collaborating with the Supplier issuing payment services to the Client;
OpenCard Materials	the intellectual property such as visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organisation, compilation of the content, code, data, and all other elements of the OpenCard Services;
OpenCard Services	the Web Site, System, Content, Platform and all content, services and/or products available on or through the Platform;
Partner Data	files and any other digital data and information, which is subjected to the OpenCard Services or otherwise inserted to the System by the Partner;
Partner or You	an authorized natural person or legal entity who has accepted these Terms with the Supplier. E.g Expense Management Systems, EMS.
Plan	various criteria related to the use and functionality of the OpenCard Services and on which the Fee is based;
Platform	the OpenCard management application;
Reseller	third party that (i) purchases OpenCard Services from Supplier and resells such OpenCard Services to Partners, (ii) bills such Partners directly and (iii) provides such Partners with customer service;
Special Terms	any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms;
Supplier	as the context requires, ETNetwork AB, OpenCard ; and collectively, the “Suppliers”;
System	the integrated cloud computing solution for providing the OpenCard Services, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;
Test mode	means when the Partner uses the OpenCard Service with test data for free, during a maximum period of three (3) months;
TPA	means a Transaction Processing Agreement entered into by the Client which, among other things, includes a right for connected Issuers and Enrichers to process and transfer Transaction Information and Enriched Information to the Partner and the Supplier.
Transaction Information	includes information for a specific transaction performed by the Cardholder including but not excluded to; date and time of the transaction, transaction amount, merchant name, merchant category etc.;
User	a natural person granted with the Authorisation to use the Account on behalf of a Partner;
Web Site	all web documents (including images, php and html files) made available via www.OpenCard.io or its sub domains or domains with identical names under other top domains and owned by Supplier.

3. Acceptance and modifications of Terms

Usage of the OpenCard Services is conditional upon acceptance of these Terms. To accept these Terms for itself or on behalf of a Partner, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years old or have valid authorisation from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted as soon as one of the following occurs:

the person has received a confirmation of the creation of the Account and necessary credentials from Supplier in order to log in to his/her/its Account; or
for those OpenCard Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.

You may not, without Supplier’s prior written consent, access the OpenCard Services (i) if you are a competitor of OpenCard , (ii) for production purposes, (iii) to monitor the availability, performance or functionality of the OpenCard Services or (iv) for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

Supplier reserves the right, at its sole discretion, to change, modify, add or remove portions of the Terms at any time by posting such changes on or through the Platform or the OpenCard Services. Your continued use of the OpenCard Services after changes constitutes a binding acceptance of such changes.

4. Usage

4.1 Establishing an Account

Certain features, functions, parts or elements of the OpenCard Services can be used or accessed only by Users related to a Partner Account. The person who wishes to create an Account must:

complete the sign-up form on the Web Site or alternative process provided by a Reseller if access to the OpenCard Services is purchased from a Reseller; and
accept these Terms by clicking “Sign up” or other similar button

Each Partner may have only one Account. If several persons need to use an Account on behalf of Partner, Partner must invite such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.

If Partner has designated Users and granted them Authorisation, such Users will be deemed to be authorised to act on behalf of Partner when using the Account. Supplier is not responsible for and shall have no liability for verifying the validity of Authorisation of any User. However, Supplier may, in its discretion, request additional information or proof of the person’s credentials. If Supplier is not certain if a User has been granted Authorisation, Supplier may, in its sole discretion, prevent such User from accessing the OpenCard Services.

A User may be associated with multiple Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.

The Partner and any User associated with an Account must provide Supplier with true, accurate, current, and complete information about the Partner, Users or Account and keep it up to date.

4.2 Logging into an Account

The User set username and password (“Login Credentials”) during sign-up to be used to log in to its Account unless the Partner uses another service to log in. These Login Credentials must not be used by multiple persons. If Partner has designated several Users, each User will have unique Login Credentials. Partner and each User are responsible for keeping confidential all login credentials associated with an Account. Partner must promptly notify Supplier:

of any disclosure, loss or unauthorised use of any Login Credentials;
of a User’s departure from the Partner’s organisation;
of a change in a User’s role in the Partner’s organisation;
of any termination of a User’s right for any reason.

4.3 Termination of Account

Partner may terminate these Terms at any time as provided in Section 17.

Supplier shall permanently delete the Account within six (6) months of the effective date of the termination.

4.4 Fees

The use of an Account is subject to a Fee when a service is in active mode. Fees can be:

platform fees; and
transaction fees.

Upon registration for an Account, the Partner must agree to the Plan. The applicable Fee is charged (a) in advance on a monthly basis for platform fees and (b) in arrears on a monthly basis for transactions fees, unless agreed otherwise between parties.

All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Partner did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein.

4.5 Test mode

A Partner may use the OpenCard Service with test data for free. The Partner is not required to provide any credit card information when in Test Mode. The Test Mode period can maximum be three (3) months. If the period of Test Mode has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, the Partner is required to activate a service and pay the first Fee. If the Partner does not pay the first Fee within two (2) weeks as of the expiry of the test mode period, Supplier has the right to permanently delete the Account, including all Partner Data therein.

In addition to the current Fees, Supplier may offer special discounts and motivation schemes (for example finder’s fees, etc.).

5. Supplier’s responsibilities

5.1. Provision of OpenCard Services

Supplier will (a) make the OpenCard Services, Content, Partner Data and Client Data available to a Partner pursuant to these Terms, (b) provide applicable standard support for the OpenCard Services to Partner at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the OpenCard Services available 24 hours a day, 7 days a week, except for:

(i) planned downtime when performing necessary backups, maintenance, enhancements, security updates or similar actions and (ii) any unavailability caused by circumstances beyond Supplier’s control.

5.2. Partner Data Protection

Supplier will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Partner Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Partner Data by Supplier personnel except (a) to provide the OpenCard Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Disclosure) below, or (c) as a Partner or User expressly permit in writing.

The OpenCard Services may be performed using equipment located in the European Union or the United States. The Supplier’s US service providers are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed in the United States, the personal data of EU citizens that are processed by OpenCard customers when using the OpenCard Service will receive from the Supplier and its service providers located outside the EU an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (”GDPR”).

By agreeing to these Terms, the Partner grants the Supplier a general authorisation in the meaning of Article 28(2) of GDPR to engage processors for the purposes of providing the OpenCard Services. The Supplier will inform the Partner of changes in such processors in accordance with the procedure of modifying these Terms pursuant to Section 3 of these Terms.

List of processors:

Amazon Web Services

File storage and backup services. Based in Sweden.

Intercom

Service provider for customer support conversations, qualifying as a processor for Partner Data if you provide Partner Data in conversations with our customer support specialists. Based in the US.

Mailgun

Service provider for the email features. Based in the EU.

Roaring

Service provider for verifying company information. Based in the EU.

Assently

Service provider for SSN identification and signature features. Based in the EU.

Enrichers

Certain eligible Enrichers in the Platform which the Partner can choose to engage in order to receive Enriched Information.

5.3 Sub-processing

ETNetwork AB has entered into a sub-processing agreement with certain Issuers in order to provide the Service. ETNetwork AB sub-processes personal data from the Cardholders on behalf of the Issuer (data controller) provided by the Client under the TPA. ETNetwork AB is entitled to process personal data for the purposes of maintaining and supplying support as regards the Service and is entitled to engage sub-processors pursuant to Section 5.2.

6. Payment

The following provisions are applicable only if you purchase access to the OpenCard Services directly from Supplier. If you purchase access to the OpenCard Services through a Reseller, the payment terms are set forth in the agreement with your Reseller.

6.1 Payment card authorisation

Supplier may seek pre-authorisation of Partner’s payment card account prior to your purchase of OpenCard Services in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorise such payment card account to pay any amounts described herein and authorise Supplier to charge all sums described in these Terms to such card account. You agree to provide Supplier updated information regarding your payment card account upon Supplier’s request and any time the information earlier provided is no longer valid.

6.2 Electronic Invoice

If Supplier has not sought pre-authorisation of your payment card, then before the end of each payment interval, Partner will be issued an electronic invoice for payment of the Fee of the next payment interval. Partner must pay the invoice by the due date indicated on the invoice.

6.3 Direct debit payments

In some markets Supplier may, if Partner elects, request that Partner complete a direct debit mandate to enable direct debit payments. In such cases Supplier shall comply with all applicable national rules and regulations related to direct debit payments.

6.4 Overage charges

Upon delay with any payments, Supplier may require the Partner to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due shall be 1% per month; provided, however, if any interest paid to ETNetwork AB is determined to be in excess of the then legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of amounts owing under Section 6.3. Upon calculation of the penalty for late payment, one year shall be deemed to contain 365 calendar days.

7. Partner Data

7.1 Uploading Partner Data to Platform

If the Partner uploads Partner Data to the Platform, such Partner Data and any processing of such Partner Data must be in compliance with these Terms, applicable law and any data processing agreement. All rights, title and interest in and to the Partner Data belong to the Partner or third persons (including Users, persons, Clients or Cardholders) whether posted and/or uploaded by you or made available on or through the OpenCard Services by Supplier. By uploading Partner Data to the Platform, Partner authorizes Supplier to process the Partner Data. The Partner is responsible for ensuring that:

the Partner and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Partner Data that violates the terms of these Terms, the rights of Supplier, other Partners or Users, persons, Clients or Cardholders or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
the Partner and all of the Users associated with the Account have the necessary rights to use the Partner Data, including to insert it into the Platform and process it by means of the Account.

7.2 Unlawful Partner Data

Supplier is not obliged to pre-screen, monitor or filter any Partner Data or acts of its processing by the Partner in order to discover any unlawful nature therein. However, if such unlawful Partner Data or the action of its unlawful processing is discovered or brought to the attention of Supplier or if there is reason to believe that certain Partner Data is unlawful, Supplier has the right to:

notify the Partner of such unlawful Partner Data;
deny its publication on the Web Site or its insertion to the System;
demand that the Partner bring the unlawful Partner Data into compliance with these Terms and applicable law;
temporarily or permanently remove the unlawful Partner Data from the Web Site or Account, restrict access to it or delete it.

If Supplier is presented convincing evidence that the Partner Data is not unlawful, Supplier may, at its sole discretion, restore such Partner Data, which was removed from the Web Site or Account or access to which was restricted.

In addition, in the event Supplier believes in its sole discretion Partner Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such Partner Data at any time with or without notice.

ETNetwork AB as the data processor will assist the Partner as the data controller in meeting the Partner’s obligations under GDPR, providing subject access, and allowing data subjects to exercise their rights under GDPR.

7.3 No Guarantee of accuracy

Supplier does not guarantee any accuracy with respect to any information contained in any Partner Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the OpenCard Services. You understand that all information contained in Partner Data is the sole responsibility of the person from whom such Partner Data originated. This means that Partner, and not Supplier, is entirely responsible for all Partner Data that is uploaded, posted, transmitted, or otherwise made available through the OpenCard Services, as well as for any actions taken by the Suppliers or other Partners or Users as a result of such Partner Data.

7.4 Compelled Disclosure

Supplier may disclose a Partner’s confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Partner with prior notice of the compelled disclosure (to the extent legally permitted) and Partner shall provide reasonable assistance, at its cost, if Partner wishes to contest the disclosure. If Supplier is compelled by law to disclose Partner’s confidential information as part of a civil proceeding to which Supplier is a party, and Partner is not contesting the disclosure, Partner will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.

8. Services

8.1 Use of the OpenCard Services

Subject to these Terms, and the payment of the applicable service Fee, Supplier grants Partner and its authorised users a non-exclusive, non-transferable, non-sub-licensable license and for which the Fee has been paid, to use the OpenCard Services to:

collect, store and organise Partner Data, such as add new Clients and Cardholders, create TPA, Pipes and add new Users and grant them Authorisations;
modify and delete Partner Data;
customise the standard features of the OpenCard Services;
receive reasonable help and guidance from Supplier regarding the use of the OpenCard Services.

If Supplier determines Partner usage of the Services to be outside of the permitted and intended use as outlined herein, or bandwidth usage of the Service or any features to be significantly excessive in relation to other Users, Supplier reserves the right to suspend respective Partner Account, (or part thereof) until Partner assures Supplier that Partner shall refrain from further abuse of the Services.

8.2 Modifications

Supplier reserves the right to modify the OpenCard Services or any part or element thereof from time to time without prior notice, including, without limitation:

rebranding the OpenCard Services at its sole discretion;
ceasing providing or discontinuing the development of any particular OpenCard Service or part or element of the Platform temporarily or permanently;
taking such action as is necessary to preserve Supplier’s rights upon any use of the OpenCard Services that may be reasonably interpreted as violation of Supplier’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, Partner may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the OpenCard Services, will become effective thirty (30) days before the effective date of such modification.

If the Partner does not accept the modification, the Partner shall notify Supplier or Reseller (if Partner purchased access to the OpenCard Services from a Reseller) before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Partner’s continued use of the OpenCard Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Supplier shall not be liable to the Partner or to any third person for any modification, suspension or discontinuance of the OpenCard Services, or any part or element thereof.

8.3 Technical support

Supplier shall provide reasonable technical support to Partner and its authorised User at the reasonable request of the Partner. Supplier shall respond to enquiries of support from a Partner utilising the contacts set forth below as soon as reasonably possible. Responding to enquiries of Partners and Users who have accepted these Terms but do not have an Account may be less expedient or may not occur at all.

The contacts for all enquiries of support are:

built-in chat application on the Web Page, or
e-mail: support@opencard.io

Notwithstanding the foregoing, if you purchased access to the OpenCard Services from a Reseller, then first-line technical support will be provided by the Reseller and not by the Supplier.

8.4 Age limit

Persons under the age of 18 may not use the Service without the consent of their legal guardian.

9. Processing of personal data

For the purposes of Article 28 of GDPR, these Terms constitute the data processing contract between the Partner as the data controller and the Supplier as the data processor. The Partner hereby instructs the Supplier to process the data as described in these Terms.

9.1 Subject matter and nature of processing

The Supplier provides the Platform where the Partner, as the data controller, can collect, store and organise the personal data of data subjects determined by the Partner.

The Platform has been designed to work as a platform for distributing Transaction Information and Enriched Information, to the extent not regulated by these Terms, the Partner decides how they use the Platform.

9.2 Duration

The Supplier will process data on behalf of the Partner until the termination of the OpenCard Services in accordance with these Terms. Upon termination, Supplier will store the Partner’s data for a period of three (3) months, should the Partner wish to reopen the Account to resume the use of the OpenCard Services or to export Partner Data, unless instructed otherwise by the Partner. After that, the contents of the account may be recoverable from Supplier’s backups for another three months. The Supplier deletes or returns all the personal data to the controller after the end of the provision of services relating to processing and deletes existing copies unless law requires storage of the personal data.

9.3 Parties’ rights and obligations

The Partner’s rights and obligations regarding Partner Data are provided in Sections 4 through 10 of these Terms. The Supplier ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

The Supplier takes all measures required pursuant to Article 32 of GDPR. The Supplier undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Partner as the data controller.

9.4 Transfer to a third country

ETNetwork AB may move, store, transfer, or otherwise process personal data belonging to the Partner outside of the EU/EEA, provided such transfer meets the requirements and undertakings which follow from GDPR.

10. Restrictions

10.1 Prohibited activities

Partner and its authorised Users may use the OpenCard Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Partner nor any User may:

use the OpenCard Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the OpenCard Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Supplier is not permitted by that applicable law to exclude or limit the foregoing rights;
use the OpenCard Services or any part or element thereof unless it has agreed to these Terms.

10.2 Supplier consent

The Partner or any User may not, without Supplier’s prior express written consent (e-mail):

sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the OpenCard Services available in whole or in part to any third persons, unless such third person is another authorised User of the same Partner;
use the OpenCard Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
use the OpenCard Services or any part or element thereof by means of programs that send them any information, unless such program has been made available by Supplier.

10.3 Transfer

Partner may not assign or transfer any rights, obligations or licenses set forth in these Terms. ETNetwork AB may assign and transfer its rights under these Terms without Partner’s consent and without sending a notice.

11. Privacy policy

Supplier takes the privacy of its Partners and Users very seriously. Supplier’s Privacy Policy at www.opencard.io/privacy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Supplier’s collection, use, and disclosure of Partner’s or User’s personal information.

12. Intellectual property rights

12.1 OpenCard ’s intellectual property rights

The OpenCard Services, OpenCard Materials, OpenCard trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third party vendors and hosting partners. OpenCard Materials are protected by copyright, patent, design, trade secrets, and trademark acts, international conventions and treaties, and all other relevant intellectual property and proprietary rights acts. Supplier, its affiliates and licensors retain all right, title and interest in such OpenCard Services, OpenCard Materials, OpenCard trade names and trademarks, and any parts or elements. Your use of the OpenCard Services and OpenCard Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the OpenCard Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the OpenCard Services, OpenCard Materials and OpenCard trade names and trademarks not expressly granted in the Terms.

12.2 Partner Data

Supplier may use Partner Data in an aggregated or anonymized format for research, educational and other similar purposes. Supplier may not otherwise use or display Partner Data without Partner’s written consent. Supplier respects your right to exclusive ownership of your Partner Data. Unless specifically permitted by you, your use of the OpenCard Services does not grant Supplier the license to use, reproduce, adapt, modify, publish or distribute the Partner Data created by you or stored in your Account for Supplier’s commercial, marketing or any similar purpose. Partner expressly grants Supplier the right to use and analyze aggregate system activity data associated with use of the OpenCard Services by Partner and its Users for the purposes of optimizing, improving or enhancing the way the OpenCard Services operate, and to create new features and functionality in connection with the OpenCard Services in the sole discretion of Supplier.

Partner is solely responsible for its own Partner Data and the consequences of posting or publishing them on or through the OpenCard Service. In connection with Partner Data, Partner affirms, represents, and warrants that: (i) Partner either owns its Partner Data or has the necessary licenses, rights, consents, and permissions to use and authorise the Suppliers to display or otherwise use the Partner Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Partner Data in a manner consistent with the intended features of the OpenCard Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Partner Data, Supplier’s or any OpenCard Licensee’s use of such Partner Data pursuant to these Terms, and Supplier’s or any OpenCard Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Supplier to any third party for the performance of any OpenCard Services Partner has chosen to be performed by Supplier or for the exercise of any rights granted in these Terms, unless Partner and Supplier otherwise agree.

13. Third-party sites, products and Services

The OpenCard Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Partners. Unless otherwise specifically and explicitly indicated, Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites, is solely at your own risk.

14. Disclaimer

Unless otherwise expressly stated by Supplier, the OpenCard Services, OpenCard Material, and any Content, services, or features made available in conjunction with or through the OpenCard Services are provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Supplier and its Affiliates disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.

Unless otherwise expressly stated by Supplier, Supplier and its Affiliates do not warrant that the OpenCard Services and any content, Partner Data Services, or features made available in conjunction with or through the OpenCard Services will be uninterrupted or error-free, that defects will be corrected, or that the OpenCard Services and any Content, Partner Data, services, or features made available in conjunction with or through the OpenCard Services or the server that makes them available are free of viruses or other harmful components.

Unless otherwise expressly stated by Supplier, Supplier and its Affiliates do not warrant or make any representations regarding the use or the results of the use of the Platform, the OpenCard services, OpenCard material or any linked sites, in terms of correctness, accuracy, reliability, or otherwise.

The laws of certain countries do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

15. Indemnification

Partner agree to defend, indemnify and hold harmless Supplier and its Affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the OpenCard Services, OpenCard Materials, representations made to the Supplier, its Affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Supplier reserves the right, at its own expense, to assume the exclusive defence and control of any matter for which you are required to indemnify Supplier, and you agree to cooperate with such defence of these claims.

16. Limitation of liability

Except as expressly provided below or elsewhere in the Terms, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, punitive or tort damages of any nature or kind whatsoever, including but not limited to lost profits, in connection with or arising out of the use or licensing of licensed programs and support materials, even if the other party has been advised of the possibility of such damages

Each party’s maximum liability under these Terms per each consecutive twelve-month period from the start of the use of the OpenCard Service shall not exceed twenty per cent (20%) of the total compensation (including vat) paid under these Terms by the Partner.

The limitations of liability provided above shall not apply to damages if the defaulting party has been acting with gross negligence or with wilful misconduct.

17. Termination

17.1 Material breach

Supplier may terminate these Terms with immediate effect if Partner or User has committed a material breach of these Terms.

17.2 For Convenience

These Terms may be terminated for convenience in the following situations;

by the Partner any time by clicking the cancellation link on the Web Site, which will guide them through the cancellation process when logged in to the Account;
by Supplier upon decision to end provision of the OpenCard Services and close the Platform; or

immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

17.3 For Default

These Terms may be terminated for default upon written notice to the other party by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party.

17.4 Effect of termination

Provisions contained in these Terms that are expressed or by their sense and context are intended to survive the expiration or termination, shall so survive the expiration or termination.

Supplier shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms.

Upon termination or expiration of these Terms, all rights of Partner to use and access the OpenCard Services shall cease.

18. Miscellaneous

18.1 Relationship of the parties

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Partner and either Supplier, and the Partner shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

18.2 Assignments

No Party may assign these Terms or any of its rights or obligations under these Terms without the prior written consent of the other Party.

18.3 No waiver

The failure of a Party to insist on adherence to any provision of the Terms shall not be considered a waiver of any right, nor shall it deprive that Party of the right thereafter to insist on the adherence to that term or any other provisions of the Terms.

18.4 Interpretation

The headings in these Terms are for convenience only and shall not be deemed to define, limit or construe the content of any provisions the Terms. In these Terms, save where the context otherwise requires, words in the singular shall include the plural, and vice versa, and the indication of one gender shall be deemed to include both genders.

18.5 Substitution

If any provisions of these Terms or the application of it shall be declared or deemed void, invalid or unenforceable in whole or in part for any reason, the remaining provisions of these Terms shall continue in full force and effect. The Parties shall seek to amend such void, invalid or unenforceable provisions and thereby these Terms in order to give effect to, so far as it is possible, the spirit of these Terms and to achieve the purposes intended by the Parties.

18.6 Notices

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

18.7 Contact

By accepting these Terms, the Partner is contracting with ETNetwork AB in Sweden. Contact: support@opencard.io

18.8 Translations of Terms

The original language of these Terms is English. Supplier may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

19. Governing law and jurisdiction

These Terms shall be governed by the substantive law of Sweden.

In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below.

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.

The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be Swedish.

The parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration Section will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not be disclosed to a third party without the prior consent by the other party. Exceptions to the foregoing shall only apply to the extent that disclosure may be required of a party due to mandatory law, an order of a competent court or public authority, or to protect, fulfil or pursue a legitimate legal right or obligation or to enforce or challenge an award.

Last update: 31 August 2020