Terms of service

Definitions

Terms may also be used in the plural, e.g. “Parties” or “Users”.

Term	Definition
Affiliate	A legal entity that (i) a Party directly or indirectly controls, (ii) directly or indirectly controls a Party or (iii) is directly or indirectly under common control with the Party. A legal entity shall be deemed to be controlled by another if that other legal entity has more than fifty percent (50%) of the votes in the entity and is able to direct its operations.
API	Application Programming Interface.
Customer	The entity as defined in the Order Confirmation that has entered into this agreement.
Customer Data	Data belonging to the Customer (or Users) and processed by Acendy, such as customer databases, invoices and other production data.
Data	A collective term for Customer Data and Usage Data, including Personal Data, data sets, as applicable in context.
Data Processing or Process(ing)*	Any operation performed on the Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation, alteration, erasure or destruction etc.
Development Account	An account whereby an ISV is granted access to Development Environments for the purposes of testing, developing and supporting Integrated Applications, subject to specific terms.
Development Environment	A software development and operations environment provided by a WGR company for the testing, development and support of Integrated Applications, subject to specific terms.
Fee(s)	The compensation, payable by the Customer, for the Limited License(s) granted by WGR to the Customer under the TOS, as set out in the Order Confirmation and WGR’s price list at the relevant point in time.
Including	Unless the context requires otherwise, the term “including” means “including but not limited to”.
Integrated Application	A non- WGR or Mystore software application or service integrated with Acendy using a Mystore API, subject to specific terms.
Intellectual Property Rights or IPR	Any and all intellectual and industrial property rights, whether or not registered or registerable, including, but not limited to: (i) patents, processes, and technology (whether patentable or not); (ii) know-how, trade secrets, business models, and other confidential information; (iii) authors' rights (e.g., in computer software, source and binary code and documentation), design rights, database rights, compilation of data, and technical information of all kinds; (iv) copyrights, trademarks, trade names, and domain names; and (v) other rights of a similar kind, whether or not registered or registerable, including all applications or rights to apply for, and renewals or extensions of, such rights and all similar or equivalent rights.
Internal Business Operations	The Use of Acendy to support the Customer’s own internal operations and/or administration, such as accounting and payments. “Internal Business Operations” shall not include operations and activities related to offering or making Acendy available for third parties and similar activities.
ISV	Independent Software Vendor.
Limited Licence	A limited, non-transferable, non-exclusive, and fully revocable right.
Module	A functional package within Acendy, such as a logistics module or report builder. Modules may have to be Ordered separately.
Order	An order for Acendy (including Users and Modules), including self-service ordering from within Acendy, or registering for a Development Account.
Order Confirmation	A confirmation from WGR specifying Acendy (including Users and Modules) and Fees of the Customer’s Order, identifying the WGR Company which the Customer is contracting, and any additional terms and conditions that apply.
Partner	A non-WGR company certified as a partner by a WGR.
Party	WGR or the Customer as defined in the Order Confirmation.
Personal Data*	Any information relating to an identified or identifiable natural person (Data Subject).
Acendy	The software applications and related services as specified in the Order Confirmation, including modifications, new features, upgrades and data storage.
Processor*	The entity Processing Personal Data on behalf of the Controller.
Acendy Documentation	Documentation describing Acendy features, functionality and configuration, such as manuals and help files.
Subscription Period	Time period for which the Fees grant the Customer a Limited License to Use Acendy, as set out in the Order Confirmation. The Subscription Period expires when either Party terminates the License Agreement (as defined below) in accordance with section 4.6.
Third Party Component	Acendy or IPR from a third party that is provided by WGR as part of or in connection with Acendy.
Usage Data	Certain data collected from and/ or generated from Acendy and the use thereof.
Use	Any and all lawful actions performed on or with Acendy by the Customer (including Users) or on its behalf.
User	A named individual user of Acendy. Users may be employees of the Customer, or anyone granted a User account by the Customer, such as a consultant or accountant, or a Development Account user.
WGR	The company registered as WGR e-handel AB with reg.nr. 556993-3087 with which the Customer has entered into this TOS. WGR is only the service provider, and not the owner of the Acendy platform.
Mystore API	An API for Acendy, provided by WGR for the purpose of integrating third party software applications and services.
Mystore	Mystore.no AS, the entity owning all the rights to Acendy.

*These terms shall have the same meaning and interpretation as in applicable privacy legislation, and are referenced here for convenience.

acendy is a proprietary product owned by Mystore. Under this agreement, it is exclusively delivered and serviced by WGR to the Customer.

1. General terms

1.1. Order

1.1.1. The Customer orders Acendy from WGR through an Order, either directly by phone, email, webpages, in-product web shops, or through a Partner with their procedures for providing access to Acendy.

1.1.2. These terms of service (the “Terms of Service” or “TOS”) are standard terms that govern the use of Acendy. By: (i) placing an Order, or (ii) signing the Order or the TOS, or (iii) clicking or marking “I accept”, the Customer understands and accepts that the Customer enters into a legally binding TOS (as defined below) with WGR. Only individuals with administrative, purchasing and representation rights for their company may do so. For Trial Customers, special procedures in 2.3 apply.

1.1.3. The following information may appear in the Order Confirmation and invoice, depending on Acendy:

Acendy, Users and Modules the Customer has Ordered.
Fees for Acendy Ordered.
Termination terms for a subscription or the customer relationship.
Any additional terms and services as agreed between the Parties.

1.1.4. Unless agreed otherwise in writing, the TOS, Data Processing Agreement and, if applicable Order Confirmation constitute the entire agreement for Acendy (together the “Service Agreements”). The TOS prevails in the event of a conflict between any other agreement entered into between the parties. Other services from WGR or a Partner, such as training, implementation or customisation, are not covered by the TOS.

1.1.5. WGR may change the TOS by notifying the Customer in accordance with 1.3.1 and 1.3.2, as applicable. The changes become effective as of the date set out in the relevant notice. The Customer’s continued use of Acendy after the changes have become effective constitutes the Customer's acceptance of the changes. If the Customer objects to any changes to the License Agreement, the Customer may request to terminate the TOS in accordance with section 4.6.1. The latest version of the TOS is at all times available at www.acendy.se/TOS

1.2. Fees

1.2.1. The Customer agrees to timely pay WGR the Fees in accordance with the Order Confirmation, Order and the, at the relevant time up-to-date, price list made available online or in-Acendy.

1.2.2. Unless otherwise agreed in writing (e.g., in sections 1.4.4 and 1.4.5), all Fees are due on the date set out in the relevant invoice and non-refundable, with no refund for unused transactions, Users, services or remaining days in a Subscription Period. That is unless Acendy´s availability has been significantly reduced for reasons solely attributable to WGR or Mystore. WGR may at its discretion and as the sole remedy, offer a reasonable refund for Fees accrued during such period of reduced availability.

1.2.3. Fees are exclusive of all taxes, levies and duties. Unless agreed otherwise, WGR will add the applicable value added tax (VAT) to the invoice.

1.2.4. WGR reserves the right to change the Fees and/or the Fee model, on three months’ notice in accordance with section 1.3.1 up to two times per year for any individual Acendy, and on one month notice if a subcontractor increases its prices towards WGR. Further, WGR reserves the right to apply general annual price- and cost index increases without notice effective from January 1st.

1.2.5. In the event of the Customer’s non-payment or late payment of the Fees, WGR reserves the right to suspend the Customer’s access to Acendy or restrict the access to read-only, and charge penalty interest as permitted by law, with unpaid invoices sent to collection. If not resolved within a reasonable time, WGR reserves the right to terminate the Customer’s right of use to Acendy c.f. 4.6.

1.3. Notifications

1.3.1. Information about new features, price changes or planned maintenance, will be delivered inside Acendy, on Acendy’s web pages, online community or by email.

1.3.2. Notifications regarding Order Confirmations, contract changes (other than changes mentioned in section 1.3.1), information of particular importance, security or privacy, will be sent to the Customer’s contact email.

1.3.3. The Customer is responsible for providing at all times up to date contact information, including a primary contact email.

1.3.4. All notices are deemed notified and effective immediately when sent or posted by WGR.

1.4. Acendy

1.4.1. The Customer purchases a right to use, and is granted access to as set forth in this TOS, Acendy as it is made available online by WGR , or installed on the Customer’s computers. Acendy installed on the Customer’s computers may contain embedded online components and Acendy.

1.4.2. WGR provides operational support free of charge for login- or account issues or functional issues in Acendy. Additional support, such as user training, consulting or implementation may be purchased separately from WGR or a Partner. Prices for services and support are determined by https://wikinggruppen.se/e-handel/abonnemangsvillkor/ under 2.6 Servicenivå, drift och underhåll.

1.4.3. Acendy is provided “as is” as standard software, without any expressed or implied representations or warranties of any kind. The Customer may access and use online Acendy as it is provided at any given time, such Acendy is not contingent on a particular version nor publications or materials. When Acendy is installed on the Customer’s computers, the Customer is responsible for using a supported version.

1.4.4. WGR and Mystore reserves the right to make improvements, add, change or remove functionality, or correct issues or omissions in Acendy at its sole discretion without any obligation or liability accruing therefrom. In the event a modification disables functionality that forms a material part of Acendy permanently or for more than two months, the Customer may terminate the subscription only for the affected Acendy, and request a pro-rated refund for any remaining Fees paid in advance for the affected software.

1.4.5. WGR has the right to discontinue any software or its availability in a particular market on twelve months prior notice, unless the discontinued service is caused by force majeure circumstances outlined in section 4.4, where shorter notice periods may apply. The Customer is entitled to request a prorated refund for any Fees paid in advance for the period following the discontinuation. The Customer must cease using Acendy after notified discontinuation and is not entitled to make any further claims against WGR.

1.4.6. Certain modules or services in Acendy may be subject to additional terms or restrictions, such as limitation on storage space or transactions. Some features, such as payment, may require separate registration on websites, as specified in the Order Confirmation or within Acendy.

1.4.7. WGR will maintain all applicable PCI DSS requirements to the extent we possess or otherwise store, process, or transmit cardholder data on behalf of the customer, or to the extent that they could impact the security of the customer’s cardholder data environment.

2. Right of use

2.1. Customer

2.1.1. Subject to the Customer’s compliance with the TOS, WGR grants the Customer, and its Affiliates (if Affiliates are included in the Order Confirmation), a Limited License to access and Use Acendy, solely for Internal Business Operations.

2.1.2. The Customer is responsible for the legality of User actions and administration, integrations by third parties and for the Customer Data. The Customer must not, and undertakes to ensure that Users, and any other third parties the Customer is responsible for, do not transfer harmful code, unlawful data or viruses to or with Acendy, or use Acendy in or for any unlawful manner or purpose or in breach of the TOS.

2.1.3. User accounts are for single named individuals and may only be assigned to third parties performing normal usage of Acendy on behalf of the Customer, such as accountants, auditors, and consultants.

2.1.4. The Customer will not share usernames and passwords to user accounts to any third party without WGR ’s written consent.

2.1.5. For avoidance of doubt, the Customer, its Affiliates, or any other third parties the Customer is responsible for, may not assign or transfer the Limited License to Acendy to any entity in whole or in part, including in connection with mergers, demergers or bankruptcy or to the Customer’s stakeholders, without prior written authorisation from WGR.

2.2. API and Development Accounts

2.2.1. Subject to the Customer’s compliance with the TOS, the Customer is granted a Limited License to Use the Mystore API to integrate software applications with Acendy (Integrated Application).

2.2.2. Using Acendy API as a Customer, developer or ISV, establishing Development Accounts and being granted access to Development Environments is subject to actively accepting additional terms and Partner Agreements available, and periodically updated, at https://mystoreapi.docs.apiary.io/# and similar web pages outlined by Mystore to the Customer. The API, the Development Environments, their documentation and Customer communities are fully owned by Mystore, and all are provided “as is” without any warranties in regards to availability, uptime, quality or fitness for the Customer or developers needs or requirements, and the Customer is solely liable for any damage brought by using them. WGR may at its discretion and at any time with reasonable notice revoke and terminate the Limited License to Use the Acendy API. Development Accounts or Developer Environments may further be closed, revoked, terminated or limited upon suspicion of over-use, misconduct, lack of security, a breach of terms, data processing laws or intellectual property laws, or unlawful Use. WGR reserves the right to charge additional Fees for any Acendy API or Development Environment, current or future, including making the right of use or sale of Integrated Applications contingent upon payment of such Fees.

2.3. Trial Customer

2.3.1. The Customer is granted a Limited License to Use Acendy registered for a trial account for a limited time, solely for the purpose of evaluating Acendy’s suitability to the Customer’s Internal Business Operations and always in accordance with the TOS.

2.3.2. Unless otherwise agreed in writing, the trial period commences when WGR issues the Order Confirmation and continues for the period agreed in writing in connection with the trial registration. If the Parties have not agreed on a trial period in connection with the trial registration, WGR is entitled to terminate the trial period and revoke the Limited License three weeks after the Order Confirmation was issued.

2.3.3. Without prejudice to section 3, Customer Data processed during the trial will be deleted 12 months after the trial period, unless it is stated in the registration process that the Customer Data can be transferred to an ordinary paid and purchased customer account.

2.3.4. The Customer agrees to let WGR or Mystore contact them in regards to Acendy.

3. Use of data

3.1. When using Acendy, the Customer, Users, and other third parties using Acendy on behalf of the Customer, including Affiliates, if applicable, will add Customer Data to Acendy and generate Usage Data, collectively referred to as Data. Data may contain both Personal Data and non-Personal Data. For more information regarding how WGR Processes Personal Data, see our Data Processing Agreement.

3.2. Data consists of:

a) Technical information and traffic data (Usage Data), such as the type of operating system, browser type, device, browser language and IP address;

b) Customer- or user- generated data (Usage Data), such as page views, clicks, inactivity, session durations, number of sent invoices, expenses filed, accounting years created, password resets, context and content of support tickets, chat boxes, security logs and similar; and

c) Production data (Customer Data), such as images, files, invoices or any data included in Acendy by the Customer as part of using Acendy.

3.3. The Customer hereby grants WGR and its Affiliates a non-exclusive and transferable right to access and use the Data for the following purposes:

a) Acendy and user experience improvement, typically by aggregating and analysing usage patterns and indicated needs brought by the Users and Customers enabling individual or customised user experiences by, for instance, offering to enable relevant additional modules or services tied to Acendy based on user patterns, suggest more efficient ways of making use of Acendy by analysing the usage of Acendy, or otherwise enhance Acendy and features thereto.

b) Marketing and displaying relevant information, for example for complimentary or value-adding Acendy or new features, seek to avoid providing marketing for Acendy the Customer has already subscribed to and providing relevant market updates or information within Acendy to educate Customers and Users.

c) Security and related purposes, for example by analysing session and login data, incident records and similar in order to prevent, investigate and document security issues and incidents and improve the security of Acendy.

d) Statistics and research, typically by analysing the amount and trend of invoices, payments or expenses etc. going through our systems, including Acendy, using such aggregated and anonymous statistics in general marketing and reporting, and as part of developing value-adding Acendy such as additional modules, features or services tied to Acendy.

e) Compliance. WGR may use Data for compliance purposes, for example by logging when a Customer accepts the TOS, fulfilling KYC or credit check purposes according to legislation or as part of operating the WGR security program.

f) Contractual obligations. WGR may use the Data for the purpose of fulfilling its contractual obligations towards the Customer.

3.4. WGR may also use relevant information from public or commercially available sources and registers, and combine such information with Data as outlined above.

3.5. To the extent the Data contains Personal Data, WGR undertakes to process such Personal Data in accordance with the data processing terms included in our Data Processing Agreement, if WGR is the Processor with respect to the relevant Personal Data. To the extent Personal Data is part of such Data processing, it shall primarily be anonymized, because identifying named individual users is seldom of any relevance for these purposes. If anonymization is not possible, due to technical or practical reasons, WGR shall take alternative compensating measures to enhance protection, taking into account the requirements brought by the data processing terms included in our Data Processing Agreement.

3.6. WGR may share Data with its Affiliates, vendors and Partners in order to deliver Acendy and fulfil the purposes outlined in section 3.3, including offering additional modules, services and add-ons, service improvements and comply with the rights and obligations according to the TOS. The Data may be shared with third parties as a part of a commercial cooperation tied to Acendy, typically to develop and offer additional modules or add-ons to Acendy.

3.7. WGR will only share Data with public authorities or other third parties in the following situations:

a) to comply with law or regulation, or to respond to a legally binding request such as a court order or warrant;

b) to deliver Acendy according to this TOS;

c) to investigate or prevent security threats or fraud; or

d) a reorganisation, merger, sale or purchase of WGR in part or whole, where Confidential Information may be disclosed to other companies in the WGR Group, or to prospective purchasers and trusted advisors, that observe the obligations set forth herein by entering into a confidentiality agreement.

3.8. WGR will promptly notify the Customer of requests from governmental authorities regarding disclosure of Data, unless such notification is legally prohibited or if such notification is taken care of by the governmental authorities themselves.

3.9. WGR is entitled to compile, collect, copy, modify, publish, assign, combine with other data, and otherwise use anonymous and aggregate data generated from or based on Data both during and after the termination of the agreement between the Customer.

3.10. Security

3.10.1. WGR is committed to providing a high level of security in our services, including with regards to Personal Data and privacy protections such as the requirements outlined by GDPR article 32. WGR provides appropriate security through organisational, technical and physical security measures, designed to ensure the confidentiality, integrity, availability and resilience of Acendy, and the Data processed using Acendy.

3.10.2. The Customer agrees that it is responsible for independently determining whether the security provided for the Personal Data adequately meets the Customer’s obligations under the applicable data protection laws. The Customer is furthermore responsible for its own secure use of Acendy, including protecting the security of Personal Data in transit to and from Acendy and securely backuping or encrypting any such Personal Data outside Acendy to the extent deemed necessary by the Customer.

4. Miscellaneous

4.1. Confidentiality

4.1.1. Each Party may disclose or obtain information from the other Party that should reasonably be understood to be proprietary, confidential or competitively sensitive (“Confidential Information”). The Parties shall hold Confidential Information in confidence and take reasonable measures to protect the other Party’s Confidential Information, and not disclose it to third parties unless authorised by the other Party to do so, or if required under mandatory provisions of law or regulations or pursuant to court orders.

4.1.2. Confidential Information does not include a) information the recipient can demonstrate was in the recipient’s possession or knowledge prior to entering into the TOS; b) is or becomes publicly available through no fault of the recipient; c) is received by the recipient from a third party without a duty of confidentiality; or d) is independently developed by the recipient.

4.1.3. WGR may disclose Confidential Information to Affiliates, Partners, subprocessors, or subcontractors to the extent necessary to provide Acendy according to the TOS. The Confidential Information may also be shared for the purposes mentioned in section 3.6.

4.1.4. The confidentiality obligations set out in this section 4.1 lapse three years after the expiry of the TOS, unless otherwise is stipulated by law or regulations.

4.2. Intellectual Property Rights

4.2.1. Mystore is the owner of, and retains ownership to, Acendy and all related Intellectual Property Rights in and to Acendy and any other services provided under the TOS, including any IPR arising out of WGR’s processing of Data. With the sole exception of the Limited License(s) explicitly granted to the Customer under the TOS, nothing in the TOS constitutes a transfer of, or licence to, any IPR from Mystore or its licensors to the Customer.

4.2.2. Where IPR from a third party is part of Acendy provision (“Third Party Components”), such Third Party Components are also subject to the TOS, unless separate terms are supplied, in which case the licensing terms for the Third Party Component shall prevail. If the Third Party Component is open source, then under no circumstance shall Acendy, except for the Third Party Component, be deemed to be open source or publicly available software.

4.2.3. To the extent Mystore not already has the exclusive ownership thereto, the Customer hereby irrevocably and perpetually assigns to Mystore the worldwide, fully-paid-up, and royalty-free ownership of: (i) anonymised and aggregated Data; and (ii) all rights, titles, and interests, including Intellectual Property Rights, in and to, any application programming interfaces accommodating the integration of Acendy with other platforms or software, and other developments designed to facilitate the interaction between the two, if not solely developed and implemented by the Customer. The preceding includes the right to use, modify, and further assign such rights, titles, interests, content, and information.

4.2.4. In the event of infringement of IPR, Mystore or its licensors may take all reasonable steps to protect its interests as available by law.

4.2.5. The Customer is the owner of the Customer Data and IPR in and to the Customer Data.

4.3. Warranty

4.3.1. WGR shall use commercially reasonable efforts to ensure that Acendy will perform substantially during the Subscription Period, provided it is properly configured (including the Customer’s choice of browser) and updated to a supported version. Supported versions may differ and are available from Acendy Documentation. The Customer agrees that Acendy and delivery will not be completely error free and that software improvement is a continuous process.

4.3.2. WGR does not warrant that Acendy will meet the Customer’s requirements, operate correctly with the Customer’s choice of equipment, systems or settings, setup, configuration, modifications, plugins or integrations not performed or controlled by WGR or Mystore, or if delivered over the internet, be uninterrupted. WGR is not responsible for the internet, internet service providers nor the Customer’s internet connection.

4.3.3. If Acendy does not function in accordance with the limited warranty specified in this section 4.3, WGR shall correct confirmed errors or defects in Acendy at its own expense. “Confirmed errors or defects” means errors or defects that are reproducible by WGR and/ or Mystore and confirmed through WGR ’s support channels, and which occur during the Subscription Period. WGR may choose to replace Acendy or functionality instead of performing a correction.

4.3.4. If the confirmed error or defect is of a material nature, meaning that the Customer’s ability to use Acendy is significantly reduced, and WGR does not correct confirmed errors or defects or replace Acendy within a reasonable period of time, c.f. 4.3.3, the Customer may terminate the Limited License for the affected Acendy. In such a case, the Customer has the right to a pro-rated refund for any Fees for the remaining Subscription Period for the affected software, starting from the month following verification by WGR of the errors or defects.

4.3.5. Except as expressly set forth herein, the Customer shall not be entitled to make any claims against WGR or Mystore.

4.3.6. Links to websites not controlled by WGR that appear in Acendy, associated webpages or documentation are provided for convenience only. WGR is not responsible for such websites.

4.4. Liability

4.4.1. WGR is not responsible or liable for the Customer Data, including its content, ownership and legitimacy, nor for Use or other activities performed upon the Customer Data by the Customer.

4.4.2. WGR ’s liability is limited to direct damages. WGR shall not be liable for any indirect, incidental, consequential, punitive or special losses or damages, including but not limited to any loss of profit, loss of revenue, loss of business, loss of Data, lost savings, claims from third parties, loss of goodwill etc.

4.4.3. Total accumulated liability for WGR during the Subscription Period shall in total not exceed an amount equalling 12 months’ set Subscription Fees, excluding transaction fees and other services, for the affected Acendy immediately preceding the event giving rise to liability.

4.4.4. Neither Party shall be liable for delay or failure in performance arising out of force majeure, including earthquake, riot, labour dispute, pandemics, swift or new temporary legislation pertaining to the internet, governmental or EU sanctions and other events similarly outside the control of the Parties. Cyber attacks that WGR has not been able to prevent by reasonable measures are regarded as a force majeure event. In the event of legislation, directives or regulations being changed swiftly, or new legislation or directives being passed after Acendy have been made available, preventing WGR from fulfilling obligations under the TOS, in whole or in part, temporarily or indefinitely, this shall be considered a force majeure event. If a subcontractor extraordinarily increases its fees towards WGR partially or fully due to a force majeure event, or if WGR due to a force majeure event is required to switch to a subcontractor with increased fees to sustain Acendy delivery, WGR reserves the right to adjust its Fees towards the Customer accordingly and with notice as specified in 1.2.4.

4.4.5. The Customer acknowledges that the internet is an open system and that WGR does not warrant or guarantee that third parties may not intercept or modify the Data. WGR is not liable for such misuse, disclosure or loss.

4.5. Indemnification

4.5.1. WGR undertakes, at its own expense, to indemnify the Customer against damages resulting from a third-party claim against the Customer asserting that Acendy provided to the Customer under the TOS, or Use thereof, infringes the third party’s IPR, if the claim has been finally settled in favour of the third party by a competent court or in a settlement approved by WGR.

4.5.2. WGR’s obligation to indemnify the Customer pursuant to section 4.5.1 only applies if: (i) the Customer notifies WGR immediately upon becoming aware of the claim; (ii) the Customer gives WGR full control of the negotiations, legal processes, and settlement, if applicable; (iii) the Customer cooperates with WGR in accordance with WGR’s reasonable instructions; (iv) the claim is not related to, or caused by, the Customer’s breach of the TOS or WGR’s instructions for preventing or mitigating the potential or actual IPR infringement; and (v) the claim is not related to, or caused by, use, modification, integration, or customisation not carried out, or approved in writing, by WGR.

4.5.3. Upon becoming aware of a potential or actual IPR infringement, WGR may at its discretion: (i) modify Acendy so that it is not in conflict; (ii) replace Acendy, or parts thereof, with a functionally equivalent software, (iii) obtain a licence for the Customer’s continued use of Acendy; or (iv) revoke the Customer’s Limited License to Use Acendy against a refund of Fees paid in advance for the part of the Subscription Period exceeding the termination date. The remedies set out in this section 4.5 are the Customer’s sole remedies with respect to third-party IPR infringement claims.

4.5.4. The Customer shall, at its own expense, defend WGR against claims or litigation where a third party claims that the Data, or use thereof, or the Customer’s use of Acendy in violation with the TOS: (i) is in conflict with or infringes the third party’s IPR or other rights; or (ii) is in breach of applicable law. WGR shall without undue delay notify the Customer of such claims. The Customer shall indemnify WGR for damages imposed under a court-approved settlement or court ruling, including lawyer fees, provided that WGR reasonably cooperates at the Customer’s expense and gives the Customer control of the legal process and settlement.

4.6. Termination

4.6.1. The Customer and WGR may terminate individually Acendy for convenience, in writing, according to the terms specified in the Order Confirmation or TOS. Terms may vary from service to service. Unless otherwise agreed in writing between the Parties, including in the Order Confirmation og Order, the Parties may terminate the License Agreement for convenience upon one months’ prior written notice.

4.6.2. WGR shall always have the right to terminate the TOS with immediate effect if (i) the Customer or its management has been sentenced or suspected to violate the local laws or (ii) the Customer or its management is or becomes subject to, or operates in a country that is or becomes subject to, the sanctions imposed by the EU or United Nations from time to time or (iii) the customer has instigated a lawsuit against WGR or Mystore or otherwise making false public accusations.

4.6.3. If a breach of the Customer’s obligations under the TOS is confirmed or suspected on reasonable grounds, or if the Customer files for a petition in bankruptcy or insolvency or assigns a substantial portion of its assets to the benefit of creditors, or the Customer commits or threatens WGR to make unlawful or offensive actions, WGR may suspend the Customer’s access or restrict it to read-only, until the matter is resolved. WGR gives prior notification and the Customer reasonable time to respond before restricting access, and reserves the right to terminate the Limited License(s) granted herein and the License Agreement if the Customer fails to remedy or correct its actions. WGR may at its discretion terminate the Limited License(s) granted herein with immediate effect if the Customer is in material breach of the TOS.

4.6.4. Upon termination, or when the Customer instructs WGR in writing to cease the relevant Processing of Personal Data on behalf of the Customer, WGR will delete the Personal Data from its systems in accordance with the terms in the Data Protection Agreement, unless mandatory provisions of law or court orders require otherwise. In the event WGR is legally required to not delete the Personal Data, WGR will continue to maintain the security of the Personal Data as set out in the TOS. The timeframe within which the Personal Data will be deleted varies from service toservice. After deleting the Personal Data, WGR has no further obligations towards the Customer in regards to Personal Data processed on behalf of the Customer.

4.6.5. The Customer may request the return of Personal Data within 30 days following termination, or the data may be irrecoverably deleted. Return of Personal Data will be in a format, time and method of delivery determined by WGR, and may vary. WGR reserves the right to charge its, at the time, standard rates for such returns.

4.6.6. Immediately upon the termination of the TOS, for whatever reason, the Limited License(s) granted to the Customer are revoked automatically, and the Customer undertakes to cease using Acendy.

4.7. Governing law and dispute resolution

4.7.1. The Customer is contracting with the WGR from which the right of use for Acendy was ordered, as evident from the Order Confirmation and invoice.

4.7.2. The TOS is governed by and must be construed in accordance with the laws of the country in which WGR has its head office, excluding any conflict of law provisions. A dispute in connection with, or arising out of, the TOS, or the use of Acendy, shall be attempted to be resolved through amicable negotiations, and the Customer agrees to take part in such, including on e-mail and verbal meetings/phone calls on WGR 's request. If amicable negotiations do not result in a mutually acceptable solution, the Parties agree to refer the dispute to the ordinary courts of the country, and region, in which WGR has its head office as the exclusive venue. WGR is entitled to decide that the proceedings shall be held in English or Swedish, to the extent possible.

4.7.3. The Parties agree not to bring claims arising out of the TOS when more than one year has passed after its termination.

4.7.4. In cases of doubt over interpretation between the TOS in English and any other language, English shall take precedence.

Acendy Terms of Service

By WGR e-handel AB “WGR”

Innhold