General Terms and Conditions
1. General
1.1 These general terms and conditions ("General Terms") apply to all agreements regarding the use of Payified software or parts thereof, provided as cloud-based software and/or On-Prem installation ("the Service"). The Service is provided by Payified AB, with organization number 559098-9553, ("Payified") to the Customer, in accordance with the agreement.
1.2 These Terms shall also apply to any other or additional services provided by Payified to the Customer, such as consulting services, and such services shall then be deemed to be included in the "Service" in accordance with these Terms, unless separate terms are specified.
1.3 The Agreement consists of (i) the Main Agreement, (ii) these General Terms and Conditions, and (iii) any appendices mentioned in the Main Agreement or in these Terms and Conditions (collectively referred to as the "Agreement").
2. Definitions
"Customer": The company defined as the customer in the main agreement.
“Customer Data”: All data or information, including personal data and technical information related to the Customer, or its customers, suppliers, employees, or equipment, provided to Payified by or on behalf of the Customer, using the Service.
“Documentation”: Manuals, instructions, or other documentation related to the Service, provided via Payified’s website betalkontroll.se or otherwise shared by Payified with the Customer, which may be amended from time to time.
“Main Agreement”: The agreement between Payified and the Customer containing prices, the term of the agreement, and other terms and conditions relating to the Service.
“Standard User Support”: General information and guidance provided by Payified to the customer in response to support questions related to the Service as stipulated in the main agreement or the SLA agreement. For the avoidance of doubt, Standard User Support shall not include other services provided by Payified in connection with the customer's support case, such as specific configurations, integrations, or customizations of the Service or other consulting services.
“Third-Party Applications”: Any web or other application services or applications that use or interact with the Service, including all software, content, services, technology, data, and other digital materials included or provided therein, created, offered, supported, and maintained by third parties.
3. The Service
3.1 Unless otherwise specified in the terms of the Agreement and the Customer's fulfillment of its payment obligations, Payified grants the Customer a non-exclusive, time-limited, and non-transferable license and right to use the Service solely for the Customer's own use with a maximum number of user licenses specified in the main agreement. Payified shall be deemed to have delivered the Service at the time when Payified connects the Service to the Internet and activates the Customer's account and user licenses.
3.2 Payified shall provide the Service in accordance with the methods and standards normally used by Payified for the Service. Payified may make updates to the Service as it deems appropriate with one week's notice in writing. However, changes to the layout or graphics, as well as other updates that are not expected to significantly limit the Customer's use of the Service, may be made without informing the Customer in advance.
3.3 Payified may provide additional services as agreed, such as analytical tools, database services, consulting services, or specific customizations, subject to separate terms and pricing. Payified shall decide how these are best integrated and implemented.
4. Use of the service
4.1 The Customer shall comply with and always use the Service in accordance with the documentation and relevant laws and regulations and is solely responsible for complying with these. The Customer is fully responsible for all Customer Data and the activities performed under its account and its user licenses.
4.2 The Service may not be used (i) for any illegal or other purpose for which it is not intended, including to transmit, upload, or send computer viruses or other harmful files or code. (ii) in any way that impairs the functionality of the Service or in a manner that is harmful or disruptive to other users or their use of the Service or equipment; (iii) in any way that may be perceived as offensive or objectionable in any way; or (iv) in any other way that could reasonably be expected to adversely affect Payified or the Service or reflect negatively on the goodwill, name, or reputation of Payified or the Service.
4.3 The Customer may not copy, modify, create copies, convert, or otherwise attempt to discover any source code for or assign a sub-license or transfer any rights in the Service or any part thereof.
4.4 The Customer shall reimburse Payified for any costs or claims arising from the Customer's use of the Service in breach of the Agreement, including this section 4.
5. Information and security, etc.
5.1 The Customer shall provide Payified with all information reasonably requested to establish and provide the Service and shall immediately notify Payified of any changes to such information.
5.2 The Customer is responsible for (i) keeping all passwords and account details confidential (ii) immediately notifying Payified if suspected or unauthorized access to the Service occurs or any other type of security breach is detected, and (iii) maintaining all equipment, software, applications, communication services, and procedures, including the security of the Customer's IT environments, necessary to use the Service or as otherwise instructed by Payified from time to time. For the avoidance of doubt, Payified is not responsible for the Customer's hardware or software, including uploaded files or data, or unauthorized use of user accounts or the Service.
6. Availability and support
6.1 Payified strives to ensure that the Service operates in accordance with its specifications twenty-four (24) hours a day. Unless otherwise agreed, Payified shall make the Service available at least 99.8% of the time during each and every quarter of the calendar year.
6.2 The Service shall be deemed available if the login to the cloud-based software is operational. Minor inconveniences shall not result in the Service being deemed unavailable. In particular, the Service shall not be deemed unavailable when (i) Payified performs scheduled service or maintenance of the Service, of which the Customer has been informed no less than forty-eight (48) hours in advance; (ii) downtime is caused by manual shutdowns, which are necessary to protect the Service from viruses, DDoS or other hacker attacks, etc.; or (iii) the Service is down due to circumstances beyond Payified's control, including, but not limited to, loss of power, network or communication. Scheduled service or maintenance under clause (i) above shall, as far as possible, take place outside normal working hours and no more than once a month, unless otherwise agreed.
6.3 If the availability of the Service as described above is less than 99.8% calculated per quarter, the customer is entitled to claim compensation as described below, whereby the quarterly fee shall correspond to one quarter of the total cost payable by the customer per twelve (12) month contract period, in accordance with the Main Agreement:
| Level, downtime | Availability (%) | Compensation |
| 1 | Below 99.8%, above 99.0% | 10% of the quarterly fee |
| 2 | Below 99%, above 98.0% | 20% of the quarterly fee |
| 3 | Below 98%, above 97.0% | 30% of the quarterly fee |
| 4 | Below 97%, above 96.0% | 40% of the quarterly fee |
| 5 | Below 96%, above 95.0% | 50% of the quarterly fee |
Availability below 95% during one quarter of a calendar year shall be considered a material breach and entitles the Customer to terminate the agreement with immediate effect in accordance with section 8.3.
6.4 Availability as described in section 6.3 above shall be measured according to the following formula:
T = (M – D) * 100 / M, where:
T = Availability is stated as a percentage,
M = Number of minutes during the quarter,
D = Downtime during the period "M", specified in minutes (excluding planned service or maintenance, etc.). Downtime means a significant error that results in the Service being unavailable to the Customer, subject to the provisions of section 6.2 above. The Customer shall report any downtime to Payified.
6.5 Payified shall provide Standard User Support in accordance with the Master Agreement and, if applicable, in accordance with the agreed SLA.
6.6 The Customer shall request support in accordance with the provisions of the Main Agreement and, where applicable, in accordance with the agreed SLA.
6.7 This Section 6 shall constitute Payified's entire obligation to the Customer with respect to Payified's performance and responsibility with regard to the service level and Standard User Support for the Service, unless otherwise agreed.
7. Prices and payment
7.1 Applicable prices for the Service are specified in the main agreement. All prices are exclusive of VAT. For services for which no specific price has been agreed in writing, Payified's standard fees and prices applicable at the time of delivery shall apply.
7.2 Unless otherwise agreed in writing, Payified's standard fees and prices, as applicable from time to time, shall apply to any additional services and work where prices are not specified in the Main Agreement. With the exception of Standard User Support, services provided by Payified in connection with customer support are not included in the prices for the Service specified in the Main Agreement.
7.3 Interest on any late payment shall apply in accordance with the Swedish Interest Act (SFS 1975: 635). In addition to other possible solutions, Payified may immediately suspend the Service and/or terminate the Agreement with immediate effect in accordance with Section 8 if full payment has not been received by Payified on the due date.
7.4 Payified may annually (starting from the customer's next annual payment period) adjust the prices specified in the Main Agreement in accordance with changes in Statistics Sweden's Labour Cost Index, SNI2007 code J (Information and communication companies). The base period shall be the first quarter in which the agreement was entered into.
8. Term of Agreement and Termination of Agreement
8.1 The Agreement shall enter into force upon signing of the Master Agreement and shall remain in force for an initial period of one (1) to twelve (12) months after the start date, as specified in the Master Agreement. If neither Payified nor the Customer terminates the Agreement by giving the other party written notice at least one month before the end of the original term of the Agreement, the Agreement shall be extended for the same period as the original term of the Agreement, on the same terms and conditions, with one (1) month's written notice for each subsequent term of the Agreement.
8.2 The Service shall be provided during the term of the Agreement.
8.3 In addition to the provisions of the Main Agreement, either party shall be entitled to terminate the agreement with immediate effect by giving written notice to the other party if:
a. The other party has committed a material breach of the agreement and, if possible, does not fully remedy such breach within thirty (30) days after the other party has notified it in writing. or
b. The other party is unable to pay, has filed for bankruptcy or corporate reorganization, suspends payments, or can otherwise be assumed to be unable to pay.
8.4 Payified also has the right to terminate the Agreement with immediate effect if the Customer's use of the Service violates the Agreement, including sections 4-5.
8.5 The following sections shall survive termination of the agreement: This section 8, as well as sections 9, 10, 11, 13, 14, and 16.
8.6 Upon termination, the Customer shall not be entitled to reclaim any payments made in advance, unless the Customer terminates the Agreement with immediate effect in accordance with section 8.2 a. above.
8.7 Upon termination, the customer shall immediately cease using the Service and return or delete any confidential information or documentation received from Payified.
8.8 The Customer has the right to retrieve Customer Data on the medium chosen by Payified, provided that the Customer requests this in writing from Payified within thirty (30) days of termination of the agreement and pays Payified for any work involved in this.
9. Customer data
9.1 When either party processes personal data within the scope of the Service, the Customer or a company on the customer's side is the Data Controller and Payified is the Data Processor. The parties have entered into a data processing agreement for this purpose. Payified may use Customer Data in aggregated or anonymous form for statistical and product development purposes.
10. Confidentiality
10.1 Neither party shall disclose to any third party any information obtained from the other party that is confidential or reasonably believed to be confidential, including, without limitation, technical information, trade secrets, source codes, login information or security methods for accessing the Service, and the terms of the Agreement. This does not apply to information that (i) is or becomes publicly known without breach of the Agreement, (ii) was known to the receiving party prior to receipt from the disclosing party or disclosed by a third party without any confidentiality obligation, or (iii) Payified is compelled to disclose by law or any regulatory authority. Each party is responsible for ensuring that its subcontractors, consultants, and employees respect these confidentiality obligations.
10.2 In addition to other possible remedies, Payified shall be entitled to a fixed penalty fee from the Customer corresponding to five (5) price base amounts, in accordance with SFS: 110 (SFS 2010: 110), for each violation of this section 10.2.
11. Intellectual property rights
11.1 Payified and/or its licensors own all intellectual property rights in the Service and the Payified website, including any updates, files, or data uploaded to or performed on the Service by Payified, as well as the software and source code included in the Service. This includes, without limitation, all patents, copyrights, and trademark rights in connection therewith. Nothing in this Agreement shall be construed as a transfer of such rights or any part thereof.
11.2 If a third party makes an intellectual property claim against the Customer based on the Customer's use of the Service, the Customer shall (i) immediately notify Payified in writing of the relevant circumstances; (ii) allow Payified, at its sole discretion and expense, to control the defense of the claim and decide on settlement on behalf of the Customer; and (iii) act in accordance with Payified's instructions, assist and cooperate with Payified to the extent reasonably requested by Payified, and execute all documents (including powers of attorney) necessary at no cost to Payified.
11.3 If a court ultimately determines that the Customer's use of the Service in accordance with the Agreement constitutes an infringement of intellectual property rights, Payified shall, subject to Section 13, compensate the Customer for direct costs and damages that the Customer is found liable to pay, provided that the Customer has complied with its obligations under Section 11.2 above. Payified may further, at its sole discretion, secure the Customer's right to continue using the Service or a similar non-infringing service, or terminate the Service and refund the Customer all fees paid for the remaining term of the Agreement, without interest and less any benefits the Customer has derived from the Service. This section 11.3 constitutes Payified's entire obligation to the Customer with regard to any infringement of third-party intellectual property rights.
11.4 The Customer will defend Payified at its own expense against any claims relating to infringement of intellectual property rights caused by the Customer's use of the Service or Customer Data. The Customer will indemnify and hold Payified harmless from any costs or damages that Payified may be liable to pay in relation to such infringement claims.
12. Third-party applications
12.1 On the website https://betalkontroll.se or within the Service, the Customer may access and install third-party applications for use within the Service. The Customer acknowledges that such third-party applications are provided and licensed to the Customer by third parties that are not affiliated with Payified.
12.2 The Customer confirms that (i) the Customer is responsible for the installation and use of third-party applications, and (ii) the Customer's use of any third-party application is governed by the terms of an agreement between the Customer and the third party, to which Payified has no relation. The Customer shall always use third-party applications in accordance with the agreements between the Customer and the applicable third party, as well as all relevant laws and regulations, and is solely responsible for compliance with this. The Customer will indemnify Payified against any costs or claims arising from the Customer's use of third-party applications.
12.3 Furthermore, the Customer agrees and acknowledges that all Third-Party Applications and applicable third parties may access Customer Data and store, process, and transfer Customer Data outside the Service, as well as information about the Customer's use and/or configuration of the Service. Payified is not responsible for any collection, transfer, disclosure, use, or deletion of Customer Data by or through any Third-Party Application or such third parties. Any processing of personal data by third parties in connection with Third-Party Applications will be subject to processing agreements to be entered into between the Customer and such third parties.
12.4 Payified does not own or control any Third-Party Application, and the Customer shall not hold Payified liable for Third-Party Applications under any circumstances. Payified does not guarantee in any way the functionality, quality, reliability, security, completeness, usability, or non-infringement of Third-Party Applications. Consequently, the Customer bears all risks associated with accessing, installing, and using any Third-Party Application. Any support and maintenance of Third-Party Applications shall be provided by the applicable third parties, solely in accordance with the agreement between the Customer and such third party. Failure by the applicable third party to provide support, maintenance, or other services shall not entitle the Customer to any refunds or other compensation from Payified.
12.5 Any additional services provided by Payified to the Customer in relation to Third-Party Applications, including, but not limited to, integration and similar consulting services, shall be governed by separate service agreements to be entered into between the parties.
13. Limitations of Liability and Warranties
13.1 Neither party shall be liable to the other party for failure to perform its obligations under this agreement if such performance is prevented by circumstances beyond its control, including but not limited to acts of government, strikes or other labor difficulties, general shortages of supplies, fire, or loss of power, communications, or data.
13.2 Payified shall under no circumstances be liable for any costs, damages, or losses of any kind caused by or related to (i) third parties, third-party products or services, including but not limited to Third-Party Applications, (ii) changes to the Service made by anyone other than Payified or made in accordance with the instructions of the Customer or its suppliers, or (iii) the Customer's loss of customers, business, profits, revenue, savings or goodwill, loss of operation, power or network outages, loss of data or information, the Customer's potential liability to third parties or other indirect or consequential damages of any kind.
13.3 Payified's total and aggregate liability under the Agreement is limited to the amount paid by the Customer for the Service or for any other service to which the claim relates, during the term of the Agreement prior to the occurrence of the damage.
13.4 Payified shall under no circumstances be liable for damages if the Customer fails to notify Payified of termination in writing within 30 (thirty) days after the Customer has noticed or should have noticed the actual damage or loss, but no later than three (3) months from when the damage occurred.
13.5 Except as expressly stated in the Agreement, the Service is provided on an "as is" basis and Payified makes no warranties, whether express or implied, in relation to the Service, including its completeness, accuracy, reliability, satisfactory quality, and/or suitability for a particular purpose of the Service.
14. Audit
14.1 Payified shall be entitled, during the term of the Agreement and for twelve (12) months thereafter, to have an independent auditing firm, selected by Payified, perform an audit to verify that the Customer is using the Service and/or the documentation in accordance with the Agreement. Such audits may occur up to four (4) times per year (no more than once per quarter) and shall be conducted during normal business hours and at Payified's own expense, unless the audit reveals a violation by the Customer. The Customer shall cooperate if Payified conducts any audit pursuant to this Section 14.
15. Other
15.1 The Agreement constitutes the entire agreement between the parties. It supersedes all prior or contemporaneous agreements or understandings.
15.2 The parties may not assign any of their rights or obligations under the Agreement to a third party without the written consent of the other party. However, Payified may assign its right to receive payment to a third party without the Customer's consent.
15.3 Payified may make changes to these General Terms and Conditions by notifying the Customer four (4) months in advance in writing. The changes will take effect from the next contract period.
16. Law and disputes
16.1 This Agreement shall be governed by and construed in accordance with Swedish law. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall consist of a single arbitrator. The place of arbitration shall be Stockholm, Sweden, and the language used shall be Swedish, unless otherwise agreed. All such proceedings, information provided and decisions made in such proceedings shall be kept strictly confidential. Notwithstanding the above, Payified may take all legal measures necessary before any competent court for the collection of late payments.