Agreement for joining in Visma Solutions ISV and BIZ Partner Program and for usage of API of Netvisor, Severa, Sign and ValueFrame solutions.

Transcription

1 Agreement for joining in Visma Solutions ISV and for usage of API of Netvisor, Severa, Sign and ValueFrame solutions. Please read carefully terms and conditions of this agreement before joining the Partner Program and before using any of Visma Solutions API s or creating any business linked with Our Solutions. When You start developing Y our solutio n, application, integration or service based on our API, or business linked otherw ise with Our Solutions, You are entering into a legally binding agreement with Visma and You have to agree to all of these terms. If You do not agree to all of the terms of this Agreement, You may not use any of the Partner Program content or services or develop anything based on our API s or Our Solutions. Please do note, that there might exist a solution specific Terms and Conditions or Terms of Service document, which You must also accept before You may start to use a solution specific API. Version:

2 TABLE OF CONTENTS TABLE OF CONTENTS DEFINITIONS 1. Context 2. Joining the Partner Program 3. Available Partnerships and Levels 4. Partner Program Administration 5. Fees and Revenues 6. Identifying You as Partner or Premium Partner 7. Partner Program Content 8. Intellectual Property Rights 9. Benefits of the Program for Partners 10. Approval of the Solution 11. Certification Process for the Premium Level 12. Partner s Responsibilities 13. API License Granted to You 14. Requirements for Usage of the API and the Data 15. Restricted Use of the API and the Data 16. Safety and Security Policy 17. Termination of the Agreement 18. Warranty 19. Limitation of Liability 20. Force Majeure 21. Modification Of the Partner Program 22. Modification of the Of the API of Our Solutions 23. The Handling of Disputes Version:

3 DEFINITIONS Term Visma Partner Program Partner ISV BIZ AO Data Controller Data Processor Data Processing Data Subject Personal Data Sensitive Personal Data Definition Visma Solutions Oy Visma Solutions Oy s Partner Program. An ISV, BIZ or AO Partner. Independent Software Vendor Business Partner Accounting Office Partner These terms shall have same meaning and interpretation as in applicable privacy legislation and are referenced here for convenience. Sensitive Personal Data is any Personal Data related to: - Racial or ethnic background - Political opinions and affiliations - Religious beliefs and other beliefs of a similar nature - Trade union membership - Mental and physical health - Health - Criminal records - Genetic and biometric data These terms shall have same meaning and interpretation as in applicable privacy legislation and are referenced here for convenience. Partnership Solution(s) Our Solution(s) Your Solution(s) Level of the partnership, ie. Partner, Premium Partner or Customer Partner. A solution can be a mobile application, integration between two solutions, licensed software, cloud application etc including its services like data storage and modules, and related actions such as like versions, changes, updates, customer and technical support. A Solution is integrated with Our Solutions using API or other interface methods. Our Solutions are Netvisor, Visma Sign, Valueframe, Visma Severa including their API s. A Solution You as a Partner are offering to customers. Version:

4 API Partner Program Registration Site Community Netvisor MarketPlace Visma s Trust Centre Visma s Data Protection Policy Programmatic API s and associated tools and documentation Visma makes available. This covers also keys, usernames etc. needed to authenticate identity, obtain access and to use Visma s API s Visma s principles for security, privacy, transparency and compliance are described in Details of Visma s Data Protection Policy including internal practices and tools and used subcontractors are listed in Version:

5 1. Context This agreement applies to Visma s Partner Program for ISV and other business partners. If an AO offers their Solutions to its non-customers, AO should also join the Partner Program. This agreement also governs Your rights to use and access content in Our Solutions for purposes of developing, implementing and publishing any kind of 3rd party cloud, mobile and on-premises applications or business-2-business services based on or otherwise related with Our Solutions. 2. Joining the Partner Program To join the Partner Program, You must submit a complete Partner Program application through our Partner Program Registration Site, accept applicable terms and conditions, sign this Partner Agreement, and be accepted into the Partner Program by Visma. For the avoidance of doubt, acceptance in the Partner Program does not authorize You to resell or sublicense our Solutions, this must be agreed on a separate agreement after mutual negotiations. Visma withholds the right to approve or disapprove any application at its own discretion at any time. 3. Available Partnerships and Levels Content and services of the Partner Program are targeted for companies with different roles: for development partners ie software vendors with value-added business tools, mobile applications, cloud solutions, and off-the-shelf connectors between Our Solutions and 3rd party products. f or integration partners ie system integrators and other service providers, who work on create once, use once basis as projects for one specific customer. for business partners ie business service providers, whose business is linked with our products in forms of training, consulting etc. A Partner may have multiple roles in Partnership with Visma, eg. different role with Our different Solutions. Version:

6 There are currently available three levels - Partner, Premium Partner, Customer Partner - for the Partnership: A company, who has been accepted into Partner Program and has implemented a commercially available value-added business tool, cloud solution, mobile application, productized integration or business service with any of Our Solutions or who is technically competent to implement software development or data processing services for our customers, partners or us will be labeled as Partner. Approval practices for the offering and competencies are outlined in chapter 12 and and defined in details in the Community. A Partner, who has passed the certification process outlined in chapter 11 will be labeled as Premium Partner. A Partner, who has implemented approved integration, value-added service or other business service for one named customer will be labeled as Customer Partner. A Partner may have multiple Partnership levels with Visma, eg. different level with Our different Solutions. 4. Partner Program Administration Visma may use the contact details You have provided us to send information about the Partner Program, including information about related events and training opportunities, invitations to participate in surveys and research opportunities, and other information supporting efforts to deliver solutions and services based on Our Solutions. 5. Fees and Revenues There are neither participation nor certification fees in the Partner Program. As a Partner You may choose Your own business and revenue model including customer pricing. In Premium level exact shared business model including shared value proposition and possible revenue sharing, concrete actions etc. will be defined in separate negotiations, and mutually agreed terms will be labeled as attachment of this Agreement. Appointed by either Party any matter which is not explicitly agreed in advance as basis for a payment cannot be used as ex post requirement for payments stated for other Party. 6. Identifying You as Partner or Premium Partner Visma will list Your company and application, integration or service name and description, link to Your www-site, and other general information in relevant product marketing channels like product www-sites Version:

7 and Netvisor MarketPlace for Netvisor, if your Partnership level is either Partner or Premium Partner and Your Solution is commercialized. After being accepted into the Partner Program, commercializing Your Solution and integrating it with Our Solution Visma does expect Partners in Partner and Premium Partner level to add our Partner Program and Our Solution logos and names into Your www-site and similar resources. However You may not issue any press release or other public statement of Your participation in the Partner Program without our prior written consent except as content published in the Community. 7. Partner Program Content Visma owns and reserves all rights, title, and interest in and to the Partner Program c ontent. Visma grants You a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to reproduce and distribute the Partner Program c ontent solely for the purpose of marketing O ur and Your Solutions to the customers. 8. Intellectual Property Rights On the basis of this agreement all intellectual property rights, including copyright, patents, trademarks and trade secrets remain to the owning Party, no intellectual property rights are disclosed to the other Party. 9. Benefits of the Program for Partners When You are accepted into the Partner Program, You may receive certain benefits. These benefits cover: free development licenses of selected S olutions including access to dedicated sandbox through API (Partners, Premium Partners, Customer Partners) joint business planning, marketing and sales actions ( Premium Partners) visibility for application, integration or service description in the product Site s and possible solution specific m arketing channels (Partner s, Premium Partners). access to our customers, developer and Partner Program community for interaction between You, Visma, our customers and other partners (Pa rtners, Premium Partners, Customer Partners) support with Visma s Partner Support (Partners, Premium Partners, Customer Partners) participation into customer and partner events (Partners, Premium Partners) access to motivation and education packages (Pa rtners, Premium Partners, Customer Partners) Version:

8 10. Approval of the Solution Approval of the Solution consist of light self-evaluation of security, quality, performance management, monitoring and change management practices. This evaluation will be based on trust, ie You confirm that these areas are defined as internal practices and You have created self-control practices for them, but Visma will not execute external evaluation, unless there is special need for this. Recommended model for self-evaluation is described in the Community. 11. Certification Process for the Premium Level In Premium Level exact practices, targets and actions of the partnership will be defined in separate negotiations, and mutually agreed terms will be labeled as attachment of this Agreement. Certification process if needed might consist of formal business evaluation presented eg as business model canvas and solution development and delivery practice evaluation as defined in the Community. 12. Partner s Responsibilities You are always expected to have appropriate user agreement including privacy policy with the Customer concerning provisioning Your Solution or Service and Your Solutions data transfer with Our Solutions. When You are accepted into the Partner Program, You are expected to set up practices for: business planning including defining business targets and key actions for commercial success of Your offering related to Our Solutions like defining concrete sales and marketing actions, (Partners, P remium Partners ) product management including end user, integration and solution administration documentation, and license or user seat management and customer invoicing, (P artners, Premium Partners, Customer Partners) software development and quality assurance including testing, paying especially attention for security, quality and performance management, ( Partners, Premium Partners, Customer Partners) solution delivery including configuration and change management, distribution to end users, managing runtime environments (if needed) and their monitoring and tra nsaction level logging of the data transfer with Our Solutions ( Partners, Premium Partners, Customer Partners) organise customer support during customer s typical business hours and define communication channels for Visma s technical and commercial support. (Partners, Premium Partners, Customer Partners) Version:

9 You shall also be liable that Your Solution and Your subcont ractors related to Our Solutions fulfill the requirements of applicable laws and regulations regarding electronic commerce, Personal Data and other applicable laws and regulations. You sh all also all along be aware of changes in laws and regulations and adjust Your own and Your subcontractors practices and services based on these changes. 13. API License Granted to You As long as You comply with the terms this Agreement, we grant You a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable and terminable right and license under Visma s intellectual property rights to use and make calls to the APIs and to display fetched content in Your Solution, to integrate, develop, test, operate and support Your Solution, to let Your customers use Your Solution as integrated with Our Solution. 14. Requirements for Usage of the API and the Data You assure You are solely responsible for the development, implementation, operation, maintenance and support of Your Solution, including all employees and subcontractors needed in all actions during lifecycle of Your Solution. You provide us list of partners and subcontractors used in development and production of Your Solution using isv.solutions@visma.com before integration of Your Solutions and Our Solutions is transferred to production. You acknowledge that neither Visma nor our suppliers are responsible in any manner and You are solely responsible for content Your Solution has created, updated or deleted from Our Solution. If should happen content would become corrupted the Party responsible for the Solution which has caused the corruption shall immediately start corrective actions like bug fixing, correcting the data and communicating the situation to the end customer. You have notified all customers of Your Solution if their content will be transferred with Our Solution. You assure You have all the necessary rights, licenses and permissions for Your customers to use, distribute and display data in Your Solution. You implement two-way connectivity with Our Solutions and Your Solution with state-of-the-practice -level error handling, data transfer logging in transaction level and solution monitoring. Each of Your Solutions connected with Our Solutions must have unique identifier ( name ) and required unique API credentials/keys. These identifiers and credentials must be used with all transactions submitted through Our Solutions API s. If API key is stored in Your Solution, special attention should be paid security as well as integrity of the API keys. You shall contact us immediately if You believe a third party may be using Yours or Your customer s API key, or if the API key is stolen or lost. We shall not be liable for any Version:

10 unauthorized access to or usage of Our Solutions due to misuse of Your s or Your Customer s API keys. 15. Restricted Use of the API and the Data You may not interfere or attempt to interfere in any matter with the functionality or proper functioning of Our Solutions. You may not access or provide access to any user interfaces of Our Solutions from Your Solutions without prior agreement, but only provide applications, integrations or services to customers through API s of Our Solutions. You may not reverse engineer, disassemble or decompile Our Solutions or any other Intellectual Properties of Visma. You may not transfer, sublicense or give any rights to any Visma s intellectual properties to any third parties. You may not enable anything that violates any rights of Visma or any third party. You may not enable spamming advertising, marketing or other such activities that, including, without limitation, violate anti-spamming laws and regulations. You may not enable any actions that are illegal or promote illegal activities, including, without limitation, in a manner that might be malicious, harmful or discriminatory to any person or entity. You may not use or attempt access any part of our Solutions in order to monitor the availability, performance or functionality for any benchmarking, malicious, illegal or harmful purposes. Under no circumstances Sensitive Personal Data as defined in the applicable laws and regulations may be transferred outside ETA. 16. Safety and Security Policy To guarantee proper security level we expect You implement proper application security mechanisms and countermeasures against external threats, attacks, vulnerabilities or any items of a destructive use to all environments needed in development, implementation, operation, maintenance and support of Your Application or Your Integration. We strongly advise that You use encryption technologies to protect the data and the data transfer between Your Application and Our Solutions from unauthorized access. You inform us without undue delay of notified threats, attacks and vulnerabilities and You start without undue delay needed corrective actions. All required security practices and Visma s current subcontractors including their access to Controller Personal Data are listed in Visma s Trust Centre and in Visma s Data Protection Policy. Version:

11 17. Termination of the Agreement This Agreement shall commence on the effective date when You are approved to Our Partner Program and will remain in effect until Partnership is terminated. Either Party may terminate this Agreement for convenience at any time with a termination period of three (3) months. Either Party may terminate this Agreement immediately in case of violation of any provision of this Agreement. Termination has to be performed by providing notice to the other Party. 18. Warranty API s, Partner Program content, benefits or other materials that Visma may offer through the Par tner Program are provided as-is. 19. Limitation of Liability Either Party shall under no circumstances have any liability towards other Party or any third party in connection with this Agreement for direct, consequential, exemplary, special, indirect or incidental damages, or any loss of profit, revenue, data, use or goodwill, or cost of substitute products or services, whether incurred or suffered as a result of use of or unavailability of the Services provided by either Party, even if either Party has been advised of the possibility of such damages, unless they are caused intentionally or by gross negligence. 20. Force Majeure Either Party is relieved from its obligations under this Agreement if fulfillment of the agreement is prevented due to circumstances for which parties cannot affect on. These include, for example, fire, war, public transport, communication suppression, strike, blockage, lockout and those with similar situations. The Parties shall not be entitled to compensation from the other Party for that period. 21. Modification Of the Partner Program Visma may from time to time modify these Terms, or change or discontinue the Partner Program as a whole, or any aspect of it. Visma will notify You of changes by posting them on the Community or by Version:

12 sending You an using the address provided to us. You are responsible for following the Community for changes. 22. Modification of the Of the API of Our Solutions Visma shall continuously improve and develop Our Solutions including their API s. Therefore features, interfaces and content of Our Solutions may be changed, added or removed at Visma s discretion, but Visma shall strive to minimize the negative impact of any such changes. While we try to keep Our Solutions backward compatible at all times, we may change Our Solutions from time to time. We will make reasonable efforts to notify any planned changes to Our Solutions, which will affect backwards compatibility, in advance. 23. The Handling of Disputes Any and all disputes, differences or questions between the Parties with respect to any matter arising out of or relating to this Agreement shall be finally settled in arbitration by a sole arbitrator in accordance with the Rules of the Arbitration Committee of the Finnish Central Chamber of Commerce pursuant to the regulations in force. The arbitration shall be conducted in Lappeenranta, Finland, in the Finnish language. Any arbitration award shall be final and binding and may, if necessary, be enforced by any court or authority having jurisdiction. Version: