Terms and conditions Visma Engage
Introduction
These Terms and Conditions (T&C) govern the provision and use of the Services provided by Supplier to the Customer.
Delivery
The Supplier will make the Services available on the date specified in the Order Form. The Services are considered to be delivered when they have been made available to the Customer.
The Services are provided as standard services, and are not dependent on or tied to any particular version of software. The Supplier reserves the right to make improvements, add, change or remove functionality, or correct any error, in any part of the Services at its discretion, as long as the material nature of the Services is not changed. Supplier shall notify the Customer of changes with minimum 14 days' prior written notice as specified below.
General notices and information about the Services will be delivered online, on the login screen or the relevant webpage and shall be deemed notified when such posting has occurred. Notifications are effective immediately unless specified otherwise in the notice.
Access and user accounts
User accounts, including administrators and additional primary contacts, are created and administered by the Customer. User accounts may not be shared or used by more than one User, but may be freely reassigned by the Customer. Each User is responsible for the confidentiality and accuracy of login and other account information. The Customer and/or Users must inform Supplier immediately of any unauthorised use of login details.
Users shall not directly or indirectly transfer viruses, worms or harmful code of any kind to the Services. The Services may not be used for any illegal or unauthorised purpose. Users shall not violate any laws in the relevant jurisdiction(s), including but not limited to copyright laws or transfer any offensive, threatening, libellous-, defamatory or otherwise objectionable data to the Services. The Customer or any User must immediately report such misuse to the Supplier by email.
The Supplier’s support personnel may access the Services to the extent it is required in support cases or otherwise requested by a User.
When the Agreement or a specific Service is terminated, all related Customer data will be returned in a standard format upon the Customer’s written request. The return of data in customer specific formats may be subject to additional cost. Copies of the data will be deleted from Supplier’s servers in accordance with industry practice and may be deleted 90 days after the termination takes effect.
Right to use
Supplier, or its licensors, has all intellectual property rights (“IPR”) to the Services and any modifications made thereto. IPR includes copyright, patents, trademarks, trade names, design and product design, source code, databases and business plans, whether registered or not. All documentation, including manuals, user guides and other written, electronic or non-electronic, accounts of how the Services are set up and used is considered part of the Services and is subject to the same restrictions. All copyright, trademarks, registered trademarks, product names, company names or logos mentioned in the Services or in connection with the Services are the property of their respective owners. Any services from a third party included as part of or in connection with the Services is subject to the TOS unless separate terms have been presented to and accepted by the Customer. Some parts of the Services may require registration on third party websites.
The Customer is granted a limited, terminable, non-exclusive and non-transferable right to use the Services in accordance with the Agreement. The right to use is only applicable for the Customer’s own internal business purposes and within the scope of use specified in the Order Form. The Customer will not remove or modify any copyright notices appearing in the Service. The Customer shall keep any received credentials/API keys secure and such are not to be provided to any third party without the express consent of the Supplier.
Unless otherwise specifically agreed in writing, it is not allowed to use, or to let any third party use, the Services in a service bureau or similar setting or to use the Services to provide services to a third party or any entity in which Customer owns less than 50%. The Customer does not have the right to transfer the right to use the Services to any other entity, in whole or in part, including but not restricted to mergers and demergers, bankruptcy, change of ownership or control or to affiliates, without prior written consent from Supplier. Such consent shall not unreasonably be withheld.
The Supplier collects and uses certain data from the Service and about the use thereof. This information may include production data, contact information such as name, email address and telephone number, and other information such as username and user preferences. It may also include traffic information, including usage- and traffic analysis, as provided by the user’s web browser to the website, browser type and language and the address of the website from which the user arrived, and traffic information such as IP address usage. “Clickstream” behaviour, such as which links the user clicks on and when, may also be collected and used.
The purpose of the Supplier’s collection and use of data may include developing new or improved services and building new functionality such as automation, enabling stable and fast services, detecting and preventing security threats, perform maintenance and debugging, provide support, conduct surveys, marketing; including to improve Supplier web pages or measure the effects of marketing efforts etc. To the furthest extent, Supplier will only use anonymised and aggregated data related to the Customer’s use of the system.
The Supplier may use automated data collection tools such as embedded web links and cookies on the Service web pages or in emails sent from the Service to the user in order to collect and use the information. The Supplier is allowed to share such information with its certified partners or other companies in the Visma Group. Unless otherwise agreed, the data will not be used for direct sales, sold to third parties, used to develop products that compete with a client’s core business, or used for profiling and analysis of individuals or an individual client’s business. For further information about the processing of Personal Data, please go to https://www.visma.com/privacy-statement/.
The Customer has all rights to any data owned by the Customer which is transferred to the Services, and may require the return of its data at the termination of the Agreement. If the data collected by the Supplier as described above includes data owned by the Customer, the Customer hereby gives the Supplier the right to, free of charge, collect and use such data from the Service as described above. If the Customer or any of its users posts, comments or publishes any information on public forums on a Supplier webpage, such action will make the information publicly available, and the Customer is responsible for any such distribution of information. The Supplier will not publish any comment, testimonial or similar made by an individual user without his or her prior consent.
Use of subcontractors
The Supplier may use subcontractors. The Supplier may change subcontractors upon notification to the Customer. Notifications may be given directly or on Visma Trust Centre. A list of subcontractors in use at the Effective Date will be listed in the Data Processing Agreement.
Privacy
The Supplier will Process Personal Data on behalf of the Customer as part of providing the Service, and will continue to Process such data for the duration of the Agreement. A separate data processing agreement will include the details of the purposes of the processing and which types of Personal Data will be Processed.
Termination and Suspension
If a party is, or most likely will be, in material breach any of his obligations under the Agreement, then the other party can terminate the Agreement upon thirty (30) days prior written notice if the material breach has not been remedied by the end of the notification period. Payment of fees which is delayed by more than thirty (30) days gives the Supplier the right to suspend the provision upon thirty (30) days’ written notice until such time as payment is made.
In the event of force majeure the Services will be suspended for as long as the force majeure event prevents Supplier from providing the Services. If such suspension lasts for more than 90 days, then either party may terminate the agreement upon 30 days written notice.
Intellectual Property Rights Infringement
If a third party claims infringement of its IPR, the liable party will indemnify the other party from such claims. The indemnification only applies if the liable party is notified of the claim as soon as possible and is given control of such claim by the indemnified party. Supplier will not indemnify the Customer if the infringement is a result of the Customer using the Service in any way not allowed by Supplier, the Customer changing the Services or the Customer’s integration of the Service with third party products or services in a way not agreed with the Supplier.
Limited Warranty
Supplier warrants that the Service will substantially function in accordance with the specifications thereof. Supplier does not warrant that the Service will be uninterrupted or error free, or that it will fulfil the Customer’s purposes. Neither Supplier nor any of its licensors offer any warranty, express or implied, except as expressly set forth herein, including without limitation warranties of title, merchantability, fitness for a particular purpose or system integration capability. The Customer shall not rely on any statement not expressly set out in the Agreement. Links to third party websites not owned or controlled by Supplier which appear in the Service or associated web-pages are provided for convenience only, and the Supplier is not responsible for such websites.
The Supplier will not be liable for any denial of service attacks, network floods or hacking which are beyond the reasonable control of the Supplier. The Supplier will use commercially reasonable endeavours to resolve any issues caused by such an event.
Limitation of Liability
A party may claim compensation for direct and documented loss caused by the other party’s breach of the Agreement. The parties expressly exclude liability for any indirect, special, incidental or consequential loss or damage which may arise, including loss related to loss of data, third party claims, any loss of profits, even if advised of the possibility of such losses. The maximum liability for breach of this agreement is an amount equivalent to one year (12 months) subscription fee. Any applicable Service Credits is the exclusive remedy for breach of the Service Level Agreement. These limitations do not apply if loss is caused by a party’s gross negligence or intent.
The Parties agree that no claims, which arose during the agreement term, may be raised after 12 months after the expiry hereof.
Visma Talent Solutions Support Center - terms of use
The Support Center is an online site developed by Visma for its customers. The site is a portal for communication between Visma and the customer as well as entering support tickets to Vismas support team. The Support Center serves Visma Recruit, Visma Easycruit, Visma Talent and other products organized by Visma Talent Solutions.
The Support Center is only available to Vismas customers and will therefore require log-in credentials.
Privacy
As part of providing the Support Center to you as a user, Visma processes your personal information. By creating a user account, you agree that Visma can use your personal information for the following purposes:
manage support tickets initiated by you as a user,
manage your user access to the Support Center to communicate our products, services or professional content to you;
manage your user relationship with our products and services
facilitate direct dialogue with Visma;
receive and process suggestions from users to further develop Visma's products and services;
build an interest profile about you as a user by registering your expressed interests and actions in the Support Center. This profile, along with other information you may give us, forms the basis for what type of information and how Visma communicates relevant information to you, both within and outside the Support Center.
In order to fulfill the purposes set out in the bullet points above, including communicating information tailored to your profile of interests, your personal information is processed by the companies in the Visma Group affiliated to the Support Center. In addition, subcontractors may have access to your personal data as part of assisting us with the operation of the Support Center, and helping us fulfill our purpose as listed in the bullet points above.
Your personal information may also be used for marketing and surveys as well as for sales and product development in order to improve Visma’s products and services. Visma will only use your personal information for marketing etc. to such extent it is lawful and in accordance with the marketing legislation applicable for the customer. Should you not want to take part in marketing and surveys, please contact Visma via support.vts@visma.com.
The personal information that will be visible to other users and searchable within the Support Center is your user name, name and surname and any additional information that you chose to add in your user profile. The support tickets created by you may be visible to other users from within your organisation (the customer’s organisation).
Your personal information will be deleted at the latest twelve (12) months after the customer agreement is terminated. Support tickets, including any personal information related to the tickets, will be deleted at the latest 36 months after the tickets have been closed.
User obligations
As a user, you guarantee and undertake that you will use the Support Center in a manner that complies with all these terms of use and follow all existing and future updated terms of use for the Support Center.
You agree not to use the Support Center to:
spread spam or unsolicited e-mail,
pretend to represent another organization than the one you belong to as a customer to Visma,
manipulate the content of the Support Center,
provide false information about your affiliation with a person or entity;
act in a way that can negatively affects others' ability to use the Support Center,
participate in activities prohibited by applicable law;
submit material that violates or infringes the rights of others, or that is illegal, offensive, derogatory, vulgar or otherwise offensive, or
collect or save another user's personal data if you have not received express consent from the user and/or Visma.
Visma reserves the right to deny the user access to the Support Center in the event of suspicion about abuse or unauthorized use, or that the user does not comply with these terms of use.
If you would like to disable your user account, please contact Visma via support.vts@visma.com.
Intellectual property rights
The Support Center, its content, including without limitation design, logo, products and service marketing, trademarks, pictures copyrights and any other intellectual property rights in and to the Support Center are the property of Visma or its subcontractors. Access to and use of the Support Center shall not be construed as assigning nor granting any license in respect of any kind of these proprietary rights. Visma reserves any rights related to the Support Center that are not expressly granted to users hereunder.
The Support Center may contain user created content, including but not limited to, support questions, comments, pictures, feedback or any other information. Visma is not responsible for such user created content. The user holds the sole responsibility of the legality, validity, accuracy and completeness of such content.
Other
Visma has the right to change these terms and conditions at any time and in its sole discretion. If any part of these terms and conditions proves to be illegal, invalid, inapplicable or for any reason unenforceable, the validity and enforceability of the remaining parts shall nor be affected or impaired in any way.
These terms and conditions are governed by the law specified in the customer agreement, entered into between the customer and Visma. Disputes shall be settled in accordance with the customer agreement.
The Support Center is primarily developed for customers in Sweden, Norway, Latvia and the UK, which is why Visma can only guarantee the legality of the Support Center within these countries.
Miscellaneous
Changes to the agreement shall be agreed by both parties in writing, including in digital format.
If any provision of the Agreement is legally void in whole or in part, this shall not affect the enforceability of other provisions. The parties shall negotiate in good faith to replace the void provision.
The rights and obligations of the Parties shall be governed by the laws of the Supplier’s domicile. If a dispute arises in connection with the Agreement, the parties shall attempt to resolve the dispute through amicable negotiations. If the dispute cannot be resolved through negotiations, it shall be referred to the courts of the Supplier’s domicile.
