General terms and conditions, Parsly

1. INTRODUCTION

Below are a bunch of formal provisions that you unfortunately need to approve before you start using Parsly’s services.

Ps. To all the CFOs who want to ensure that the service de facto is free of charge, please jump to section 3.3.


2. DEFINITIONS ETC.

2.1 The following words and terms shall have the meanings set forth below:

General Terms and Conditions means these general terms and conditions.

Anonymized Data means Data that is cleared of (i) such data that makes it possible to trace it to the Customer, and (ii) such personal data that follows from section 5 below.

Data means (i) all information about the Customer that is made available to Parsly by the Customer manually, and/or automatically e.g. via interconnected business systems, upon the start and during the use of the Service (such as corrections and additions to supplier invoices, inventory balances and accounting information); and (ii) all information appearing on invoices and similar documents processed in the Service (such as information about suppliers, purchased or ordered goods and services, prices, discounts, quantities, qualities and payment terms).

Parsly means Hospitad AB, organization number 559225-2844.

Customer means user of the Service.

Customer Agreement means these General Terms and Conditions together with other terms and conditions which (i) are agreed with the Customer when ordering the Service, and (ii) from time to time are agreed with the Customer.

Service means Parsly’s services that are made available via parsly.com, including e.g. the functionality where invoices from the Customer’s suppliers go via Parsly which reads all information that appears on the invoice, such as information about purchased goods and services, prices, discounts, quantities, qualities, payment terms and information about the suppliers, in order to deliver purchasing statistics, price statistics and other information to the Customer so that the Customer can follow and optimize its purchases.

2.2 These General Terms and Conditions apply to Parsly’s provision of the Service to the Customer to the extent that nothing else follows from the Customer Agreement.


3. PARSLY’S RIGHTS AND OBLIGATIONS

3.1 Provision of Service

3.1.1 Parsly undertakes to provide the Service to the Customer in accordance with the terms of the Customer Agreement.

3.1.2 Parsly does not guarantee that the information generated to the Customer through the Service is reliable or complete and Parsly takes no responsibility for the decisions and measures that the Customer makes in its operations on the basis of the information received.

3.1.3 The ambition is that the Service shall be available at all times, but Parsly makes no guarantees regarding the availability of the Service and the Customer is aware that the Service may be temporarily closed, e.g. due to maintenance or technical problems.

3.2 Term

3.2.1 The Customer Agreement enters into force upon the Customer’s approval of the Customer Agreement in the manner specified in the Service at the commencement of the Service.

3.2.2 Parsly and the Customer have the right to terminate the Service at any time. The service shall be deemed terminated when notice thereof has been sent to the other party.

3.3 Fees

The Service is provided free of charge to the Customer, unless otherwise is agreed in the Customer Agreement.

3.4 Confidentiality etc.

3.4.1 Parsly undertakes not to disclose Data to third parties with the exception of (i) normal use of Data within the scope of Parsly’s performance of the Service (including the right to communicate Data to subcontractors hired by Parsly), and (ii) Anonymized Data.

3.4.2 The above confidentiality undertaking does not apply if Parsly is obliged to disclose Data due to (i) law or decision by a court or other authority, (ii) applicable stock exchange rules; or (iii) the information has been provided to professional advisers who are bound by professional confidentiality duty with regard to all information provided to them.

3.4.3 Furthermore, the confidentiality undertaking does not apply to Parsly’s sharing of Data (i) with potential acquirers of, or investors in, Parsly or of companies in the same group as Parsly, (ii) with another company in the same group as Parsly, and ( iii) with partners; provided that Parsly has ensured that the recipient will keep Data confidential.

3.4.4 Parsly has the right to state in its marketing, regardless of form, that the Customer uses the Service and in connection therewith use the Customer’s name and/or trademark.

3.5 Intellectual property rights and right to Data

3.5.1 The Customer undertakes not to (i) change the Service nor to perform so-called reversed engineering, disassembly or decompilation of the Service or allowing third parties to do the same; (ii) copy the Service or allow third parties to copy the Service; or (iii) license, sell, transfer, rent or without permission make available the Service to third parties.

3.5.2 Parsly owns, notwithstanding what otherwise follows from these General Terms and Conditions, the right to freely (i.e. free of charge and without any restrictions in time and space) use, process and dispose of Anonymized Data for its own purposes, including the right to sell, license publish and/or communicate Anonymized Data to third parties both separately and in aggregated form and/or in combination with other data. This right to Anonymized Data also applies indefinitely in time after the Service has ended.

3.5.3 The ownership of the Service, its functionality and its graphic design, including all related intellectual property rights and assets, such as the contents of databases built up in whole or in part by Data from the Customer, belong exclusively to Parsly.

3.6 Liability

3.6.1 Parsly is liable for damage that arises due to Parsly’s provision of the Service or for delays or errors only to the extent that it is due to Parsly’s negligence. In such cases, Parsly is only liable to pay damages, with the restrictions stated below, whereby the Customer is not entitled to invoke any other remedy.

3.6.2 Parsly’s liability for damages shall, unless there is intent or gross negligence, be limited to the fee paid by the Customer for the Service during the 12 months immediately preceding the time of the damage (if any). However, Parsly is not liable, unless there is intent or gross negligence, in any case for loss of profit or other indirect damage, loss or cost, including the Customer’s possible liability to third parties or loss of information.

3.6.3 The Customer loses the right to damages if a claim to this effect is not made in writing without delay and no later than within one (1) month from the time the damage was discovered, however no later than within one (1) year from the day the Service was terminated.


4. THE CUSTOMER’S OBLIGATIONS AND RESPONSIBILITIES

4.1 Provision of Data

The Customer is obliged to ensure that Parsly has access to Data. The customer must continuously and to the best of his ability ensure that Data is accurate and correct incorrect Data.

4.2 The Customer’s responsibility towards third parties etc.

The Customer is obliged to ensure that the Customer’s use of the Service (i) is not in conflict with any applicable laws and regulations; and (ii) is not prohibited or restricted under the Customer’s agreements or arrangements with its suppliers or other third parties.

4.3 Indemnification

The Customer is responsible for all damage that Parsly may be caused due to the Customer’s use of the Service and for breach of any provision of the Customer Agreement, and undertakes to pay and hold Parsly indemnified from all claims that may be directed against Parsly as a result. The Customer shall also reimburse Parsly for all costs, of whatever kind, which may arise in connection with such a claim being directed at Parsly.


5. PROCESSING OF PERSONAL DATA

5.1 The documents and information that Parsly handles on behalf of the Customer in connection with Parsly’s provision of the Service may contain personal information in the form of names and contact information for representatives of companies and organizations with which the Customer has business relations. This will mainly be relevant in the event that the invoices handled by Parsly contain information about the contact person/invoice reference. The Customer and Parsly agree that the Customer is the personal data controller and Parsly personal data assistant for such processing and that this section 5 shall be deemed to constitute the parties’ personal data assistant agreement in accordance with Article 28 (3) GDPR.

5.2 Parsly undertakes to only process personal data in accordance with the Customer’s documented instructions, to the least possible extent, and only to be able to provide the Service to the Customer and fulfill its obligations under Customer Agreement.

5.3 Parsly ensures that everyone who processes personal data has undertaken to observe confidentiality or is subject to a statutory duty of confidentiality.

5.4 Parsly undertakes to take appropriate technical and organizational measures to protect the personal data processed under Article 32 GDPR. The measures shall provide an appropriate level of security, taking into account (i) the technical possibilities available, (ii) the cost of implementing the measures; (iii) the specific risks involved in the processing of personal data; and iv) the sensitivity of the processed personal data. Furthermore, by taking appropriate technical and organizational measures, Parsly shall assist the Customer in fulfilling its obligations to the data subjects and assist the Customer in ensuring that the obligations under Articles 32 – 36 GDPR are fulfilled.

5.5 Parsly shall provide the Customer with access to all information required to demonstrate that the obligations set out in Article 28 GDPR have been fulfilled and to enable and contribute to audits and inspections performed by the Customer or by another auditor appointed by the Customer.

5.6 When Parsly’s processing of personal data in accordance with these General Terms and Conditions ceases, Parsly shall, depending on what the Customer chooses, delete or return those of the Customer’s personal data that Parsly then has in its possession and delete any copies unless storage of personal data is required by other mandatory legislation.

5.7 By accepting these General Terms and Conditions, the Customer grants a general approval for Parsly to hire sub-assistants. Parsly shall inform the Customer of its intentions to hire a new one or replace a sub-assistant, so that the Customer has the opportunity to object to such a change. In the event that the Customer wishes to make an objection, the objection and the reasons therefor must be received by Parsly within 14 days of the change being notified by Parsly, whereby the parties shall jointly seek a consensual solution.


6. MISCELLEANEOUS

6.1 Force majeure

Parsly is not responsible for damage or deficiencies in the Service that may be assumed to be based on force majeure or similar circumstances. Parsly is thus released from liability to the Customer if Parsly is prevented from fulfilling its obligations due to circumstances beyond Parsly’s control or ability and which Parsly could not reasonably be expected to foresee when providing the Service to the Customer or when the Customer uses the Service and whose consequences Parsly does not reasonably could have avoided or overcome; or if Parsly is prevented from fulfilling its obligations due to a circumstance attributable to a third party or due to a natural disaster, pandemic, lightning, power outage, labor dispute, war or other unrest, fire, government regulation or other public regulation, failure of external telecommunications, public lack of communication services to or within the network, or similar circumstances.

6.2 Transfer of rights and obligations

6.2.1 A party may not wholly or partly transfer or pledge its rights and/or obligations under the Customer Agreement without the other party’s written consent unless otherwise is provided by the Customer Agreement.

6.2.2 Parsly has the right, however, without the Customer’s consent to transfer its rights and obligations under the Customer Agreement to another company in the same group as Parsly, and to third parties in connection with the transfer of the part of Parsly’s business where the Service is included. Parsly has always the right to transfer the right to payments from the Customer to third parties.

6.3 Inactivity

Parsly’s failure to exercise any right under the Customer Agreement or failure to point out a certain circumstance attributable to the use of the Service or the Customer Agreement shall not mean that Parsly has waived its right in such respect.

6.4 Contact and messages

6.4.1 All notices to Parsly shall be made in writing via letter to the address registered in the Companies Register, or to the e-mail address specified on Parsly’s website www.parsly.com.

6.4.2 Notice sent by letter shall be deemed to have been received by Parsly five (5) weekdays after dispatch. Notice sent by e-mail shall be deemed to have been received by Parsly on the day it was sent, provided that receipt has been confirmed.

6.5 Invalidity of provision

Should a court find that any provision of the Customer Agreement is wholly or partly invalid, the provision in other parts as well as all other provisions in the Customer Agreement shall apply to the extent permitted by applicable law.

6.6 Amendments of Customer Agreement and General Terms and Conditions

Parsly has the right to unilaterally change and add terms to the Customer Agreement and the General Terms and Conditions (including the right to charge for the Service and introduce additional terms when launching add-on modules in the Service). Changes and additions take effect one (1) month after they have been notified to the Customer and the Customer is hereby reminded of the possibility the Customer has to always be able to terminate the Service in accordance with section 3.2.2 above if the Customer finds that such changes and/or additions cannot be accepted. Notwithstanding the foregoing, Parsly always has the right, without obligation to notify the Customer and with immediate effect, to change and add terms to the Customer Agreement and the General Terms and Conditions which are of an editorial nature and/or which do not entail any disadvantage for the Customer.


7. DISPUTE AND GOVERNING LAW

Disputes that arise in connection with the use of the Service and/or in connection with the Customer Agreement shall be tried by a Swedish general court with Stockholm District Court as the first instance. Swedish law shall be applied without regard to its choice of law principles.