CUSTOMER AGREEMENT for VisionFlow (www.visionflow.com)

This Customer agreement governs the obligations and rights of the Customer and Visionera AB

1 Definitions
Customer: An organization or company, that has an activated a company account in VisionFlow, the web based service provided by Visionera AB.

Customer Administrator: The person that assumes payment responsibility for a company account in VisionFlow on behalf of a Customer, and manages project members and projects in VisionFlow for the Customer.

Project Member: A unique person/individual (such as an employee of the Customer or organization, or a third party) who is registered on a Customer and, via a username and password, gains access to the normal VisionFlow user interface, or by using the mobile app, or by using the web services provided by Visionera. All persons/individuals that make use of VisionFlow shall be uniquely identified by a personal user account on a Customer account unless otherwise agreed upon with Visionera. User accounts shall not be generic and used by multiple persons, they must be personal. Contact persons, or support users that only access VisionFlow via the support center module, are not considered to be normal users project or Project Members.

Company account: A service with respect to storage space for electronic data and other services provided to the Customer and its project members by Visionera AB.

Project: A service with respect to storage space for electronic data and other services related to a specific project stored under a company account. Project can also be called workspace and process in VisionFlow.

Source code:  means source code, software libraries or any other resource files contained within the Product that is accessible under the terms and conditions of this agreement

2 Visionera’s responsibilities
Visionera undertakes to provide the Customer with access to the web based service called VisionFlow, as specified in detail in this Customer agreement and that is available on the web site http://www.visionproject.se/. In the event of any conflict between this agreement and that which is stated on the web site, this agreement shall take precedence. Visionera undertakes to adopt reasonable measures in order to ensure that the company account and its projects is available over the Internet around the clock, seven days a week, with the exception of when system updates are performed. System updates should be scheduled to take place after business hours and preferably during weekends. Visionera shall take mesurements to enforce the accessibility previously mentioned where Visionera deems such to be necessary for technical, maintenance, operational, or security reasons. Visionera is not responsible or liable for the deletion or failure to store data and/or other information. VisionFlow will use industry standard precautions to ensure that data is stored and backed up in a safe and recoverable manner. The Customer is also aware and acknowledges that the Customer’s access to the Internet cannot be guaranteed and that Visionera shall not be liable for deficiencies in the Customer’s own Internet connections.

3 The Customer’s responsibilities
The Customer shall comply with the security and administrative regulations as notified in conjunction with registration of the Customer or the Project Member. The Customer shall ensure that all details provided regarding invoicing information or credit card information are correct and undertakes to update such information regularly. The Customer shall be responsible for the activities conducted by the Customer and its ProjectMembers in VisionFlow and shall ensure compliance with national laws.

4 User privacy
Visionera respects the privacy of its Users. Some personal information you provide to Visionera may be stored outside of the country in which you reside. You agree that support personnel at Visionera may access your account, including its contents, to respond to service or technical issues. Read our Privacy Policy for additional information.

4.1 GDPR (General Data Protection Regulation)
If you are located in the EU, in Switzerland, or are otherwise subject to the territorial scope of Regulation (EU) 2016/679 (General Data Protection Regulation), you must sign our standard Data Processing Agrerement (DPA) for VisionFlow. This agreement is used for all Customers are using the VisionFlow service and can be provided by sending an email to support@visionflow.com. More information about the GDPR legislation can be found in the knowledge base available here: https://support.visionflow.com. If you need to use a custom DPA for your organization then this may be possible at an additional fee, in this case please contact our sales team by sending an email to: sales@visionflow.com.

5 Prices and Payment Conditions, etc.

The Customer shall pay compensation for having access to, and using, VisionFlow and related services in accordance with the price list applied by Visionera from the date of activating the subscription (company account) or service until it is cancelled/terminated. The customer should pay compensation for a minimum of 3 normal user licenses for using VisionFlow according to the price per user license with the modules activated in accordance with the price list. Users of type “Contact”, or users with “support user” group that can only access VisionFlow via the support center module, are not considered to be normal users and are free of charge. Normal user licenses shall be personally identified in the system and shall not be generically named since this is a violation of the terms of this agreement. Examples of generically named user licenses that are not allowed to be used are: support@mycompany.com, sales@mycompany.com or developer@mycompany.com or similar. Visionera can charge any compensation fee deemed suitable for the generic user licenses until the licenses are either inactivated or renamed in the system. 

The VisionFlow subscription, or related service, shall be cancelled/terminated at least two weeks before the end of the current billing period (1 month, 6 months or 12 months) if the customer want to avoid being charged for the next billing period. All prices are subject to change at any time. Prices are normally adjusted once per year, or every other year (biennially), to adjust for inflation or market changes. The services provided by Visionera is either debited to the Customer in advance for a selected period or after the service has been used. Payment shall be made by the Customer against invoice or through use of a credit card approved by Visionera within 30 days of the invoice date. If the invoice isn’t paid on time Visionera will be entitled to charge a penalty fee for any payment reminders. The Customer undertakes to make payment of invoices, in a currency stated on the invoice, into the bank account stated on the invoice. In the event of early termination of the customer account in VisionFlow, the Customer will not be entitled to a refund of prepaid fees. Unless otherwise agreed the Customer shall pay a compensation fee to Visionera AB based on the maximum number of active users (Project Members) registered on the Customer account per month where a minimum of three users will be charged.

6 Right to Use VisionFlow
The Customer shall be entitled, to provide users with access to the Customer’s Account and its projects in VisionFlow. The Customer is aware and acknowledges that the Customer is liable for the persons to whom the Customer gives access to VisionFlow. Visionera shall hold title to all intellectual property rights and technical solutions or, in the alternative, shall possess a sole right to use the same. Such intellectual property rights and technical solutions may only be used by the Customer in the manner stated in this agreement. Under no circumstances shall the Customer or a third party acquire any intellectual property rights to the services or to the software or technical solutions used in the service, or to any business mark belonging to or used by Visionera AB.

7 Support
Visionera provides support by e-mail, telephone and via the web site regarding any issue related to the use of VisionFlow. Such support is provided on weekdays (excluding public Swedish holidays) during Visionera’s ordinary office hours and to the reasonable extent decided upon in detail by Visionera. Enquiries and/or error notices must be submitted to Visionera via the web site, by e-mail or telephone in accordance with contact information available on the VisionFlow web site.

8 Visionera’s Limited Liability, etc.
Subject to the limitations set forth in this agreement, Visionera shall be liable for losses resulting from Visionera’s negligence. In the event of defects or deficiencies attributable to Visionera, Visionera undertakes to act to rectify such defect without unreasonable delay. In the absence of intent or gross negligence by Visionera, Visionera otherwise assumes no responsibility for defects or deficiencies in VisionFlow and services included therein. Error notification must be given by the Customer in accordance with the instructions announced by Visionera from time to time and within a reasonable time of the discovery of the defect.

The Customer shall not be entitled to a reduction in payment, or to damages or other sanctions in the event of operational disruption or errors that impede traffic that are not due to negligence by Visionera. Where operational disruptions or traffic errors occur to such an extent that a Project Member does not have access to VisionFlow during a period in excess of one (1) month, the Customer shall be entitled to terminate the agreement in writing in the manner set forth below, and such termination shall constitute the Customer’s sole remedy. In connection with termination of the agreement pursuant to this provision, the Customer shall be responsible for the repossession of information stored by the Customer with Visionera.

Visionera’s liability under this agreement shall be limited as follows. Visionera’s total liability in damages for a Customer shall be limited to direct losses in an amount corresponding to the agreed fees paid by the Customer for VisionFlow and related services during the period of 6 months immediately prior to the breach of contract that entitles the Customer to damages. In the absence of intent or gross negligence by Visionera, under no circumstances shall Visionera be liable for indirect losses, loss of profits or anticipated savings, loss of revenue, loss of data, or third party claims. The Customer may claim sanctions in accordance with the above only where the Customer provides Visionera with notice thereof not later than 45 days after the Customer knew, or should have been aware, of the grounds for the claim.

9 Password, etc.
The Customer shall ensure that identities, passwords, and equivalent allocated by the other party are stored and used in a secure manner. Where it is suspected that any unauthorised person has become aware of the user identity and/or password, the Customer shall immediately inform Visionera thereof.

The Customer shall be liable for losses or damage incurred by Visionera where the Customer intentionally or unintentionally reveals the user identity/password to a third party or where it otherwise become known to an unauthorised party, unless the Customer notifies Visionera immediately upon suspicion that such has occurred.

After Visionera has been notified of a suspicion that an unauthorised person has become aware of the user identity/password, the Customer shall be liable for Visionera’s acts or omissions only where the Customer has acted with intent or gross negligence.

10 Restrictions on Access to VisionFlow
In the event the Customer’s use of VisionFlow occasions any loss or the risk of loss to Visionera, Visionera shall be entitled to restrict access to VisionFlow for the Customer and any of the Project Members, and to take measures that are defensible in light of the circumstances. Visionera shall notify the Customer as soon as possible in the event of the imposition of a restriction on access to VisionFlow.

Visionera shall be entitled to immediately prevent continued dissemination of information in VisionFlow where it may be reasonably assumed that continued dissemination violates governing law or administrative or security regulations. Visionera shall notify the Customer where Visionera removes information from VisionFlow.

11 Force Majeure
A party shall be released from liability in damages and other sanctions where the performance of a specific obligation is prevented or rendered onerous due to circumstances beyond a party’s control and which could not reasonably have been foreseen. Such force majeure events include, inter alia, labour conflicts, lightning, fire, decisions of public authorities or other public regulations, errors in another operator’s network, delays in services from subcontractors due to events as stated above, general scarcity of transport, goods, or energy, or other similar circumstances.

Where a party’s performance is prevented for a period in excess of one month due to an event as stated above, either party shall be entitled to terminate the agreement in writing without any obligation to pay compensation.

12 Confidentiality, etc.
Visionera undertakes not to disclose to any third party, or otherwise make available, information received by Visionera from the Customer or its Project Members within the scope of the agreement. This confidentiality obligation shall not apply to such information as Visionera can demonstrate became known to Visionera other than pursuant to this agreement or which is in the public domain. Nor shall the duty of confidentiality apply where a party is obligated to provide information pursuant to law or public authority regulations or orders. The duty of confidentiality shall remain in force notwithstanding the termination of the agreement.

13 Amendments and Supplements
In order to facilitate a further development of the concept, Visionera reserves the right to effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of VisionFlow.

Visionera further reserves the right to amend the terms and conditions of this Customer agreement including, but not limited to, the prices charged by Visionera from time to time. The Customer shall be informed of such amendments by e-mail or through the information being made available on Visionera’s web site. The Customer shall be deemed to have received such notice within one week of the notice being sent by e-mail or made available on Visionera’s web site. Where the Customer does not accept the amendment, the Customer shall be entitled, within thirty (30) calendar days from the date of despatch of the e-mail or, where appropriate, thirty (30) calendar days from the amendment being published on Visionera’s web site, to terminate the agreement with immediate effect. Where the agreement is not terminated by the Customer within the mentioned time, the Customer shall be deemed to have accepted the new terms and conditions.

14 Term of Agreement and Termination, etc.
This agreement shall enter into force upon acceptance by the Customer of these terms and conditions through execution of this agreement. This agreement shall remain in force for an indefinite term subject to 1 month’s notice of termination by either party. Upon termination of the agreement, Visionera shall not be responsible for the information generated by the Project Member/Customer within VisionFlow. Accordingly, the Customer must ensure that it possesses the necessary back-up copies, etc. of the information that it desires to save.

Visionera shall be entitled to delete all information stored at Visionera by the Customer after one (1) month after the termination of the agreement with the Customer.

15 Premature Termination, etc.
Visionera shall be entitled, with immediate effect, to block the Customer’s access to a VisionFlow or to prematurely terminate the agreement in writing where:

• the Customer uses VisionFlow in a manner that entails the perpetration of a crime;
• the Customer uses VisionFlow in a manner that occasions losses or the risk of loss for Visionera or any third party;
• the Customer uses VisionFlow in a manner that violates Visionera’s security or administrative regulations; or notwithstanding reminders, the Customer fails to pay agreed compensation to Visionera within a stated time;
• the Customer uses VisionFlow in a manner whereby the Customer utilises resources or seeks unauthorised access to Visionera’s systems which are not intended for the Customer;
• the Customer otherwise fails to comply with the above and such breach of contract is material; or
• the Customer is placed into insolvent liquidation or is otherwise insolvent.
• The Customer shall be entitled to prematurely terminate the agreement in writing where:
• Visionera is in material breach of its obligations under the agreement and fails to effect rectification within 14 days of a demand therefore;
• Visionera is placed into insolvent liquidation or is otherwise insolvent.

16 Assignment
Visionera shall be entitled, in whole or in part, to assign its rights and obligations under the agreement with the Customer to a company within the same de jure or de facto group of companies as Visionera without the Customer’s prior consent.

The Customer shall not be entitled to assign its rights or obligations under this agreement without Visionera’s written consent. Where the Customer assigns its rights and obligations under this agreement and the new party fails to perform its obligations, the Customer shall be liable for the performance of such obligations.

17 Intellectual Property
The Subscriber acknowledges that VisionFlow and all intellectual property rights in relation to VisionFlow are the property of Visionera and Visionera is entitled to take whatever action it may decide in order to protect its intellectual property rights in VisionFlow.

18 Publicity Rights
The Subscriber grants Visionera the right to include the Subscriber as a customer on Visionera’s website or other promotional material in relation to the Product. Within thirty (30) Business Days of the Subscriber’s written request, Visionera will remove the Subscriber’s name from its website customer list and will make no further reference to the Subscriber in any future material promoting Product.

19 Governing Law and Disputes
This Agreement and the ensuing relationship between Visionera and the Company shall be construed in accordance with, and governed by, the laws of Sweden.

In the event of any dispute relating to this Agreement, the parties agree to initially make a full and good faith attempt to resolve such dispute by negotiation at an executive level, to the extent reasonable under the circumstances, prior to commencing court proceedings.

All disputes relating to this Agreement shall be adjudicated in Stockholm, Sweden, with the District Court of Stockholm (Stockholms tingsrätt) as the court of first instance.

20 Authorisation
The signatory to this agreement is hereby admonished that he/she is responsible for ensuring that authorisation exists to bind the Customer through such execution.

21 Customer’s Restrictions
During the term of this agreement, the Customer must not without the prior written consent of Visionera (which may be withheld and which may include certain conditions): (a) decompile, reverse engineer, disassemble, modify, adapt, repackage, create derivative works from, or otherwise attempt to derive, the Source code or Database; (b) sell, redistribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine readable form the Product or any data/information provided to the Customer through the Product to a person (except that nothing in this paragraph (b) is intended to prevent an Authorised Person undertaking Authorised Use at the Authorised Site); (c) vary or amend the Authorised Use without Visionera’s prior written approval; (d) publish, promote, broadcast, circulate or refer publicly to the Visionera name or logo, without the prior written consent of Visionera; (e) commit any act or omission the likely result of which is that Visionera’s reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on Visionera’s interests. Under no circumstance may Customer embed the System or the Source code into another application without a separate OEM license agreement, nor shall Customer copy elements of the source code into other applications. In addition, the Product includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Visionera. Customer must not modify or alter those features to try to defeat the Product use rules that the license protection mechanisms are designed to enforce.

22 No resale of service
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of VisionFlow, use of VisionFlow, or access to VisionFlow. Resale of VisionFlow is only allowed with a written consent of Visionera (which may be withheld and which may include certain conditions) and a reseller agreement from Visionera.