General terms and conditions for customers use of Sproom's trading platform
In 2024 we updated our Data Processing Agreement (DPA) for our standard customers. You can read our up to date DPA here.
These terms are valid from 1 March 2024.
We greatly value transparency towards our customers, and it is therefore important to us that our terms clearly reflect the setup we currently have in Sproom. As a result of this, we have removed the expression "Customer" in our new set of terms and replaced it with more concrete role definitions, including Service Purchaser and Parent. We have also tried to make the terms more readable and, among other things, specified usage of data. In addition, we have decided to separate our Data Processing Agreement from our Terms of Service. This is due to how GDPR is an area of legislation that is constantly evolving, which may lead to an update to our Data Processing Agreement. By separating the two agreements, we have the opportunity toupdate our Data Processing Agreement - without having to update our Terms at the same time.
If you have any questions, please feel free to reach out to us at [email protected].
Definitions
Agreement: Any agreement created in Sproom including the Parent module.
Application: The Sproom software including any add-on modules and Sproom Connector, which is offered by Sproom directly.
Application data: Data processed in the Application such as electronic documents, customer databases and transactions.
Anonymization: Anonymization of Personal data in the Application.
Archive: Storage of electronic documents in the Application.
The User: Any person who uses the Application, which includes the Service Recipient, a Parent or any person created by them.
Usage data: A type of data that is generated when using the Application. Usage data includes, among other things, technical information and traffic information (operating system, browser type, IP address and the like) and aggregated Application or user-generated data (session duration, feedback, number of submitted electronic documents, accounting year created and the like).
Data controller: The body that decides for which purposes, and with which systems, the processing of personal data may be carried out.
Data processor: The body that processes Personal Data on behalf of the Data Controller.
Integration Tools: Software components that Sproom makes available that enable the electronic exchange of data formats supported by Sproom between the Trading Platform and other third-party systems.
Parent: A company that has the right to administer one or more Agreements on behalf of one or more companies through a Parent module.
Parent module: A module through which a Parent has the opportunity to manage, add and access associated Agreements, handle payment of the Agreement on behalf of the Service Recipient, etc.
Personal data: Any information that can be attributed to an identified person, or data that can directly or indirectly identify a person.
REST API: Programmatic communication layer for data sharing between Sproom and other software applications.
The Service Recipient: A legal entity which has created an Agreement, or which has authorized a Parent to create an Agreement in its name and act on its behalf.
Sproom Connector: A locally installed application integrated with a local solution that supports downloading and sending electronic documents from and to Sproom.
1. Acceptance of terms
1.1 These terms (hereinafter “Terms”) are accepted when creating a Sproom profile, by using the Application or by otherwise indicating acceptance thereof.
1.2 The Application is a business-to-business service offered by Visma e-conomic A/S, CVR number: 29403473, Gærtorvet 1-5, 1799 København V (hereinafter "Sproom").
1.3 Creation of an Agreement can only be done by persons who have the necessary authorization on behalf of the Service Recipient or a Parent. It is the responsibility of the Service Recipient or a Parent respectively to keep all master information (CVR number, invoice email, name, address, etc.) in the Application up to date.
1.4 The user must at all times be aware of the content of these Terms and use the Application in accordance with them.
2. Duration of the agreement and invoicing
2.1 The Agreement enters into force upon creation of an Agreement and runs until it is terminated in accordance with these Terms.
2.2 The first invoicing period runs from the creation date to the end of the month in question. Thereafter, invoices will be issued monthly in advance, unless otherwise separately agreed.
2.3 If the Agreement establishes a limit for the number of included electronic documents and if this is exceeded, the payment for the additional number of electronic documents will be included in the next invoice, except if the package is upgraded in accordance with 3.2, unless otherwise separately agreed.
3. Scope and application of the agreement
3.1 The application is delivered as "software as a service" and is made available as is. By using the Application, a non-exclusive access is obtained, and in no case is the Application itself or a copy thereof acquired.
3.2 The selected package will be automatically upgraded in case the number of included electronic documents is exceeded. The payer of the Agreement will be informed about the upgrade of the package and the new price, which takes effect from the moment the exceeding occurs. Clause 2.3 is applicable if the package is not upgraded.
3.3 In the Application itself or on Sproom's website, there is an overview of add-on modules. For other added functions, services and add-on modules, there may be associated independent conditions that must be accepted in addition to these Terms before they can be used.
3.4 Sproom has the right to change the composition and content of the Application and additional modules, where significant changes are notified in accordance with the notice of termination specified in point 9.1.
3.5 Set-up, configuration and maintenance, including costs associated with this, of add-on modules offered by third parties, is not the responsibility of Sproom.
3.6 Login information for an Agreement is unique and may only be used by one individual User. A breach of this provision is considered a material breach.
3.7 The Parent module may only be accessed by the associated Parent. A breach of this provision is considered a material breach.
3.8 The Application must at no time be used in a way that could damage Sproom's name, reputation or goodwill, or that is in violation of relevant legislation or other regulation. A breach of this provision is considered a material breach.
3.9 In the event that sent electronic documents are not delivered to the recipient due to technical circumstances, Sproom will notify of this.
4. Prices and payment terms
4.1 The subscription will be invoiced monthly according to points 2.3 and 2.4, unless otherwise separately agreed.
4.2 Payment terms are 8 days net from the invoice date, unless otherwise separately agreed.
4.3 If payment for the Agreement is not made in a timely manner, Sproom reserves the right to downgrade the package without notice. Sproom is entitled to send reminder 1 without charge 7 days after the due date of the invoice. If the Agreement is still not paid for, Sproom must send reminder 2 with a fee of DKK 150,00 10 days later. If payment is still not received within 7 days after reminder 2, Sproom reserves the right to block use of the Application.
4.4 Sproom reserves the right to terminate the Agreement and delete Application data with 1 month's notice if Sproom has not received payment for an amount due within 18 months.
4.5 Invoices are sent to the e-invoice address specified in the Application, unless otherwise separately agreed. Delivery is deemed to have taken place when they are dispatched by Sproom. Reminders are sent to the email address specified in the Application.
4.6 The currently applicable prices can be found on Sproom's website. All prices are exclusive of VAT. Sproom is entitled to adjust its prices at least once a year. This adjustment shall be made with a notice period equivalent to the termination notice stipulated in clause 9.1 of the agreement.
5. Application data
5.1 The Service Recipient is the Data Controller for Application Data, with the exception of the cases where the Service Recipient does not have access to the Agreement. In such cases, the associated Parent is the Data Controller. In all cases, reference is made to the separately concluded data processing agreement (hereinafter "Data Processing Agreement") in regards to processing Personal Data.
5.2 Clause 5.1 does not apply in relation to Personal data processed in the Parent module by a Parent. In this case, the associated Parent is the Data controller.
5.3 Sproom stores Application data in the Archive until the Agreement is terminated and the export period in point 9.5 has expired.
5.4 Sproom can use Application data to maintain, offer, price and develop the Application. In relation to development, the focus is on developing financial management services in or associated with the Application.
5.5 In connection with delivering the Application, Sproom may share Application data with other companies in the Visma group under the same terms and limitations as described in these Terms and in accordance with the Data Processing Agreement.
5.6 After the termination of the Agreement, Sproom is entitled to process Application data as described in 5.4 and 5.5 in anonymized form.
5.7 Sproom may give third parties and authorities access to Application data, however only in accordance with the relevant legislation, in connection with a judgement, authority requirements, bankruptcy, death or the like.
6. Usage data
6.1 Sproom is the Data controller, as far as Usage data is concerned, to the extent that it contains Personal Information (e.g. CVR number). Read more about how Sproom processes Personal data in Sproom's Privacy Policy.
6.2 Sproom can freely use Usage Data for statistics and analysis of the Application.
6.3 To the extent that a CVR number is linked to Personal data, Sproom processes such Personal data for statistics and analysis of the Application in the role of Data controller. Such statistics can be combined with publicly available data, Usage data and Application data. After the termination of the Agreement, Application data will be Anonymised.
7. Power of attorney for handling electronic documents
7.1 By entering into these Terms, Sproom is authorized to act as an operator on behalf of The Service Recipient. Sproom can effectively deliver electronic documents through the channels selected by Sproom for data transmission.. This includes authorization to register the Service Purchaser in, among other things, the Nemhandel Register and accept the General Conditions for Use of the Nemhandel Register.
7.2 Upon registration with relevant service providers, including the Nemhandel Register, the Service Recipient's ability to receive electronic documents becomes available to other senders and service providers. Furthermore, the Service Purchaser agrees to be able to receive documents from other companies.
7.3 When sending electronic documents, Sproom is not responsible for errors in the recipient's system and cannot guarantee a deadline for the receipt of the document by the recipient.
7.4 Upon termination of the Agreement, Sproom deregisters the Service Recipient as recipient of the Service Recipient's electronic documents from relevant service providers.
8. Operational stability
8.1 Sproom strives for the highest possible operational stability, but is not responsible for breakdowns or operational disruptions, including operational disruptions caused by factors beyond Sproom's control. These include, among other things, power failure, failure of equipment, internet connections, telecommunication connections or the like. The Application and Service are provided as is and Sproom disclaims any warranty, assurance, representation or other conditions or terms, whether direct or indirect.
8.2 In the event of breakdowns or disruptions, Sproom endeavors to restore normal operation as soon as possible.
8.3 Planned interruptions will preferably be placed outside normal working hours. Should it become necessary to interrupt access to the Application outside the stated time period, this will be notified in advance as soon and as far as possible.
9. Termination
9.1 Termination of the Agreement shall be communicated through direct contact with Sproom's support. Termination may be made with a notice period of 1 month, ending at the conclusion of a calendar month, unless otherwise expressly agreed upon.
9.2 Downgrading of the package and/or deselection of add-on modules shall be carried out directly through the Application, with effect at the end of the month, unless otherwise specified in the description or terms of the specific service.
9.3 Sproom can terminate the contractual relationship with a notice of 3 months to the end of a calendar month, or without notice if these Terms are significantly breached or in the event of bankruptcy or insolvency of either the Service Recipient or a Parent.
9.4 Sproom reserves the right to delete Application Data after termination of the Agreement in accordance with applicable law, and Sproom has no obligations to provide and hand out Application Data after termination of the Agreement, unless required by applicable law.
9.5 The Application allows you to export selected data. Export must be completed before the end of the Agreement. In the event that the Agreement expires or is terminated, Sproom shall, where reasonable and commercially sound, intend to provide a period of 10 days after termination, during which the export function can be used.
9.6 None of the Parties can be held responsible for errors or delays in the performance of their obligations, if performance is hindered by events that can reasonably be said to be beyond the individual Party's control (Force Majeure). Ex. war, natural disasters, acts of terrorism, strikes, lockouts, and government measures.
9.7 Sproom is entitled to terminate an Agreement that remains unpaid and has been inactive for more than 18 months, with 1 month's notice. Inactivity includes the absence of receiving or sending electronic documents or the absence of logging into the Agreement.
10. Changes
10.1 Sproom is entitled to continuously update and improve the Application and to change the structure of the Application. Such updates, improvements and changes may occur with or without notice and may affect services, including information and data uploaded to or provided by the Application.
11. Intellectual Property Rights
11.1 The Application and information submitted from the Application, except Application Data, are protected by copyright and other intellectual property rights and belong to or are licensed to Sproom. Individually prepared software also belongs to Sproom, unless otherwise agreed in writing. Sproom must be informed of any current or potential infringement of Sproom's intellectual property rights or unauthorized use of the Application that the Service Recipient or a Parent, including their Users, becomes aware of.
11.2 At no time will Sproom's intellectual property rights be transferred to the Service Recipient or a Parent.
11.3 In relation to material uploaded to the Application, Sproom and its suppliers are granted a permission and global license that is sufficient for Sproom to properly run and operate the Application and fulfill its obligations. Material uploaded to the Application or shared with Sproom must at no time infringe the rights of third parties or contain elements that may be offensive or in breach of relevant legislation or other regulation. Sproom shall be indemnified against any loss in connection with this provision.
12. Transfer of rights and obligations
12.1 Sproom has the right to transfer its rights and obligations to a third party or an affiliated company.
12.2 The Service Recipient and a Parent may transfer its rights and obligations to a group-affiliated company, but at no time to a third party.
13. Sproom's liability
13.1 Sproom disclaims any responsibility in relation to these Terms, services or use of the Application, including the use of Sproom's Integration Tools, regardless of whether this arises in contract or outside of contract, including for operating loss, consequential damage or other indirect losses, loss of data, loss based on product liability or loss arising from simple negligence.
13.2 The user is responsible for the content and correctness of the issued electronic invoices and other business documents, and that they comply with applicable legislation at all times. Sproom does not check the content of the electronic documents received, but only verifies that the documents are valid in relation to supported standards and formats.
13.3 Sproom is not responsible for the third-party solutions that are available and/or integrated with the Application via Sproom's Integration Tools. This includes, among other things, integrations that are added to the Application. Thus, Sproom cannot be held responsible for the correctness, completeness, quality and reliability of the information, nor the results obtained through these third-party solutions. Correspondingly, Sproom cannot be held responsible for the availability, security or functionality of the third-party solutions, including for possible damages and/or losses caused by third-party solutions. It is the responsibility of the Party who wants to assert a claim to provide evidence that a suffered loss cannot be attributed to third-party solutions.
13.4 Sproom cannot be held responsible for actions taken by the Service Recipient or a Parent, including their Users who are associated with an Agreement.
13.5 Regardless of the type of loss or the basis of liability, Sproom's total liability is limited to the amount of the remuneration corresponding to the latest preceding month before the occurrence of the situation that gave rise to liability, but in all cases a maximum of DKK 50,000. Sproom shall be indemnified against product liability damages, third party losses and other claims from third parties resulting from the use of the Application.
14. Indemnification
14.1 Sproom shall be indemnified against any claim or loss resulting from product liability, loss of third parties or liability for third parties, to the extent that it arises from use of the Application.
15. Confidentiality
15.1 Sproom has a duty of confidentiality regarding all information that Sproom may come into possession of, however with the exception of point 5.7.
16. Terms changes
16.1 Sproom is entitled to change these Terms in any respect. The Terms applicable at any time will be available on Sproom's website. Sproom intends to give reasonable notice (1 month) of any change. Changes are notified via email. Use of the Application following a change to these Terms constitutes acceptance of such changed Terms.
17. Disputes
17.1 These terms are subject to Danish law. Any dispute arising from the contractual relationship, including these Terms, must be resolved amicably. If this is not possible, the case will be brought to the City Court in Copenhagen.
18. Validity
18.1 These Terms are valid from 1st of March 2024 and replace any previous terms.
18.2 Invalidity of or limitation in enforcing any clause of these Terms shall not affect the enforceability of other clauses. These will continue to be fully valid throughout the Agreement.