By registering as a user ( “User”) of Asteria’s services (the “Service”) and / or by clicking “I accept the terms” you accept the conditions stated below.
ABOUT THE SERVICE
The service Asteria provided by Asteria AB (“Asteria”). These terms and conditions govern your use of Asteria’s digital service offering, as evidenced by the product description at Asteria’s website, www.asteriainc.se.
The service consists of a proprietary software and algorithms that make it possible to provide analysis and forecasts of payment flows based on data obtained from your and other users’ business software. The service is designed to serve as a forecasting tool, thereby giving good visibility and control over your cash flow. Once an invoice is issued can Asteria pre-calculate the level of risk by gathering information from business software, ERP, and processing of externally acquired data.
The service is intended for use in the Nordic countries by legal entities.
As a user, you agree to;
a) allow Asteria to access the data necessary from your ERP and / or business software, your bank and where applicable, your accounting software, for example by issuing the required power of attorney,
b) allow Asteria to store such data at Asteria’s servers in order to be able to analyze it and deliver the service,
c) allow Asteria, where appropriate, to disclose your data to third parties (your bank) if this is necessary to deliver the service,
d) not to interfere or attempt to disrupt the Service or affect its functionality in other ways by, for example, transmission of viruses, malware or other malicious code in or to the Service, and
e) use data obtained from the Service solely for your own use and not to resell, redistribute or otherwise disseminate such data to another.
AVAILABILITY AND INSTALLATION
Asteria strives to maintain high availability of service. Planned and unplanned interruptions in the availability of the service can not be completely avoided. The service may be integrated with your ERP and / or your business and banking software as well as your accounting firm. Asteria takes reasonable steps to ensure the service’s functionality between these systems. In case you have special requirements for increased security, these must clearly be communicated to Asteria in advance.
In cases where the installation is done at your accounting firm, the data from your accounting firm is considered your data. Asteria needs a power of attorney to collect and use the data in your accounting firm in connection with the Service.
When installing the service Asteria is responsible for integration with your ERP system installed on your server. You are then responsible for Asteria gaining access to the server. When installing the Service to a cloud-based ERP, you are responsible for installation.
OTHER PARTY RELATIONS
It is important to remember that your bank is not a party to this agreement and therefore do not take legal responsibility for the service and thus not the forecasts and results delivered by the Service.
The service is free for corporate clients to Asteria’s partner banks. Your supplier of business software can charge for third party integrations that you are responsible for. Your bank may charge for services provided through Asteria that you are responsible for. Asteria may charge for using the service which is advertised at least 30 days in advance.
Asteria will take information from your business, bank and ERP system and store it in order to be able to analyze data and deliver the service. Asteria undertake not to disclose the downloaded data to third parties other than your bank, unless such information is anonymous and offered within the Service, for example, statistically processed data to other users.
Each Party undertakes, without limitation in time, not without compelling reasons reveal information about the other party as a party benefited from in connection with this Agreement or the negotiations that preceded the agreement or award in respect of this Agreement. Asteria will have the right to enter your company name and logo as a reference client and gives you the right to refer to Asteria when using the service.
By accepting these terms, you hereby consent to Asteria that information from your business software, ERP and from your bank may be stored and processed within the framework of the Service. You further agree that Asteria may use your information in an anonymous form for the production of statistics, statistical analysis, research, effectiveness surveys and marketing in order to develop the service and Asterias offer.
PROCESSING OF PERSONAL DATA
Asteria is responsible for your data and that it is handled in a safe manner and in cases where personal data occurs in accordance with the Personal Data Act (“PDA”) requirements. All data traffic is in accordance with Asterias’s applicable Technical description of the service. If data is present in the collected data set necessary for service, Asteria is responsible for these as a personal data assistant. This Agreement constitutes personal assistance agreement under the PDA. By signing an agreement with Asteria you warrant that you have the right to dispose of the personal data that may be included in the collected data set from your ERP system.
All your and your customers’ personal information is stored on servers located within the EU or the European Economic Area (EEA). Within the framework of the service, such data may be transferred to third countries. By registering for the service and accepting the terms and conditions you agree that if personal data from your ERP may be transferred from Sweden to other countries in the EU / EEA and where appropriate to third countries that have an adequate level of protection of personal data. Otherwise, Asteria will make sure that suppliers in the third country concludes to such standards by the EU Commission approved the standard for data transmission. You can at any time withdraw your consent to the above by terminating the Service.
TERMINATION OF SERVICE
Asteria may from time to time to modify and / or update these Terms and Conditions, and will then communicate the changes in terms to you by notification via the Service and / or email. Condition Changes take effect no earlier than 30 days after such notification. Both you and Asteria may at any time terminate the agreement. Upon termination, service ends at the end of the month occurring after 30 days. If you want to terminate the use of the Service, contact Asteria for termination. The data previously downloaded from your ERP system and included in the statistics produced in the framework of the Service will still be part of Asterias offering in the service to other customers after termination of the agreement.
If Asteria believes that a user is abusing the Service, Asteria may at any time immediately terminate and block the use of the Service for a user. You agree to hold no claim to Asteria due to termination due to abuse.
LIMITATIONS OF LIABILITY
The service is free and Asteria take against this background no financial responsibility for either service availability, content or appropriateness. In case of fault, Asteria’s only commitment is to try to correct the fault. Asteria is not responsible if such a correction is not possible, under any circumstances, for either direct or indirect damages, such as lost profits, loss of production, etc. Your bank is not liable for claims relating to the service.
Asteria is exempt from penalty for failure to perform certain obligations under this Agreement, for example, attempts to correct faults, if the failure is due to an event of the type listed below (“Relieving Circumstance”) and the fact prevent, or significantly impedes the performance at the right time.
Liberating factor to be considered such as, but not limited to, inter alia, government action or omission, new or amended legislation, staff redundancy, illness or other impairment of work ability, death, industrial disputes, interruptions in telephone and data communications, blockades, fire, flooding, loss or destruction of data on a large scale or property of significant importance, or other accident of significant size.
CHANGES AND ADDITIONS
Changes and additions to the agreement between the parties, with the exception of general changes to the terms and conditions announced in accordance with the paragraph above, shall be made in writing and signed by the parties to be binding.
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall first be negotiated by the parties. If the parties can not agree to a solution, parties shall refer to Mediation in accordance with the Mediation Rules of the Arbitration Institute of the Stockholm Chamber of Commerce, unless one of the parties objects.
If one of the parties objects to Mediation or if the Mediation is terminated, the dispute shall be finally resolved by arbitration at the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC).
The Rules for Expedited Arbitrations shall apply, unless the SCC, taking into account the complexity of the case, the amount in dispute and other circumstances, determines that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC shall also decide whether the tribunal shall be composed of one or three arbitrators.
The seat of arbitration shall be Stockholm, the language to be used in the arbitral proceedings shall be Swedish or English and this contract shall be governed by the substantive law of Sweden.
Asteria, March 2017