The Terms will take effect as soon as they have been approved or as soon as the End-user begins using the software, for instance by directly logging into the Unimaze ehf. website or via a direct connection whereby Electronic Documents are transmitted to or from Business Software.
The Service Provider undertakes to provide First Level Service to the End-user. At the same time, the End-user promises to use the Software entirely in accordance with these Terms.
The Operator is Unimaze ehf.
The Service Provider is either Unimaze ehf., where Unimaze has a direct business relationship with the End-user, or a Unimaze ehf. partner who services the End-user’s Business Software.
The End-user is a user of the Software and of Business Software sold to the End-user by a Reseller and serviced by the Reseller.
The Software is a software solution developed and operated by the Operator, which is accessible online (SaaS – Software as a Service), serves as a sort of business hub and is used for the handling, processing and distribution of electronic documents.
Business Software is the software solution used by the End-user to communicate with the Software, such as accounting software, under an agreement pertaining thereto with a Service Provider.
An Electronic Message contains one or more documents which may include: a) a Business Document, b) a General Document or an attachment.
First Level Service is the service provided by the Reseller to the End-user.
Second Level Service is the service provided by the Operator to the Reseller.
Interface Service is the function of the Software that the End-user uses through defined interfaces in the Business Software to transmit electronic messages and related material.
Document (electronic) is an attachment within the message which refers directly to a document that may be stored on a hard drive. Documents within the business hub can of two types:
- A Business Document is a document that matches one of the formats defined by the Software as a business document. Such documents receive special treatment in the Software to ensure that their quality complies with the international standards for the format concerned and that the End-user enjoys maximum efficiency from implementing electronic commerce.
- A General Document is a document that does not match any of the formats defined by the Software. No limits are imposed on the structure or format of such documents, with the exception that the Software does not permit the transmission of documents that by their nature may be harmful, including but not limited to executable files and macros.
Format is a description of the structure of a machine-readable document in accordance with the eXtensible Markup Language (XML), JSON or similar formats. The use of a document that matches a particular format is equivalent to the use of the format itself.
A single electronic message contains at least one Business Document or one General Document, but never more than one Business Document.
Role of the parties
The End-user is a user of the Software and Business Software which is serviced by a Service Provider.
The Service Provider provides First Level Service to the End-user and has a business relationship with the End-user. The Service Provider is responsible for servicing the End-user and for the communication between the Business Software and the Software, including the electronic presentation (machine-readable format) of Business Documents.
The Operator handles the development and operation of the Software, is responsible for its functionality and uptime and its installation vis-à-vis the Service Provider. The Operator also provides service to the Service Provider in respect of a service request which the Service Provider is unable to resolve for the End-user.
The Operator provides advice to the Service Provider in order to ensure compliance with requirements on origin certification, data security, traceability and other aspects of electronic commerce.
Access to the software
The End-user will be granted access to the Software through web interfaces and web services, among other things. Access is controlled by passwords through a secure services layer, electronic identification or other authentication technology that in the opinion of the Operator meets the security requirements of the Software at any given time.
Upon commencement of the Agreement, the Service Provider will be granted access to the Software in order to service the End-user.
Upon commencement of the Agreement, the End-user will be granted access so that he may use the Software.
The Operator reserves the right to terminate the access of an End-user who in any way uses the Software in an unreasonable manner such that it disrupts the normal functioning of the Software, security, data protection or the operating conditions of those using the Software.
Transmission and receipt of Electronic Messages
The End-user can send Electronic Messages via the Software to other legal entities who are registered users of the Software, whether they are directly connected to it or if Documents are transmitted to them. The End-user is responsible for ensuring that the Documents are properly labelled so that they are delivered to the right entities and that Electronic Messages are only sent to entities with whom he has a business relationship. Where applicable, the End-user must specify the recipient’s e-mail address as a fallback option for delivery of the message.
The End-user will receive Electronic messages via the Software from other legal entities who transmit Document directly or indirectly through the Software. The Software records what types of formats the End-user receives.
All Documents contained in Electronic Messages that fall within the Software’s definition of a Business Document are verified to ensure that the content and presentation of the Documents meets the quality requirements that apply to the respective format. This is done to minimise costs that otherwise would be incurred in performing a problem analysis and to meet the specific requirements imposed by the End-user regarding the content of Documents received. The End-user can choose whether received Documents that do not pass the verification procedure should be prepared for input or to be only notified of such Electronic Messages. The End-user will be able to review warnings and errors and evaluate whether the Documents are fit to be entered in the Business Software.
Other documents that are either provided separately within an Electronic Message or as an attachment to a Business Document are regarded as General Documents as defined by the Software.
The Operator shall not be responsible for the contents of Documents, but will ensure that a Document is delivered unchanged from the sender to the recipient from the time that it enters the Software until it is delivered from it. If it is not possible to determine the Format of a Document from its structure, it is the responsibility of the sender or the entity who entered the message into the Software to ensure that the address attached to the Electronic Message contains sufficient information so that the Document may be processed by the recipient.
In exceptional cases Documents can be converted into an appropriate Format, in which case the original Document will always be available in the Software.
Format conversion may also occur upon transfer to and from the Software, in which case the original data within the meaning of Icelandic Regulation No. 505/2013 will be the data stored in the Software.
The Software automatically stores all Documents and associated attachments for a period of 60 days. After that time, all sent and received documents will be deleted. Messages that have not been marked as received or marked for errors and are awaiting decision will not be deleted while an agreement remains in effect.
The End-user may request that Documents be stored for longer or shorter periods than referred to above. The provisions of the Icelandic Accounting Act may require that original data be stored for a set number of years and that individual accounting entries should refer to the original data. If a request is not made for original data to be stored for more than 60 days, this shall not be the Operator’s concern and responsibility.
The End-user may call up for display those Documents that the End-user requests in the Software’s web interface and the Service Provider can provide a search function that would allow the End-user to search for Documents in the Business Software for the End-user’s convenience. All stored Documents can be displayed at any time.
The End-user, the Service Provider, the Operator and their employees shall keep in confidence everything of which they may become aware in the course of their work regarding the activities of each other and which must or should reasonably remain confidential. The obligation of confidentiality shall remain after the conclusion of the contractual relationship.
The parties hereto declare and warrant that they and their employees will treat information regarding this Agreement and its implementation as confidential. The obligation of confidentiality shall remain after the conclusion of the contractual relationship.
This Agreement, as well as all services and operations related to it, concerns important business interests and all such information shall therefore remain confidential between the parties. Since these business interests and information also concern the Operator, the End-user also owes a duty of confidentiality to the Operator
Privacy and data protection
The End-user is the controller and the Operator and the Service Provider are the processors of the personally and professionally identifiable data contained in Electronic Messages from the End-user that are transmitted through the Software.
These Terms serve, among other things, as a data processing agreement in accordance with the Icelandic Act on the Protection and Processing of Personal Data. The processors are required to process this data in accordance with the contents of this Agreement and the instructions of the End-user.
It may be necessary for the Service Provider and the Operator to process data that is transmitted through the Software in order to perform their functions and to ensure the normal operation of the Software, for which purpose access will be restricted to those employees of these parties who require such access. Moreover, the Operator may disclose data contained in an Electronic Message to 1) the recipient of such message and others who require such data for processing in order to be able provide the End-user with a service related to the Software, and 2) to those that the Operator is required to give access to such message by law or the decision of a court of law or other competent authority.
The Operator and the Service Provider shall ensure the security of personal data in accordance with applicable laws and regulations on data protection as current at any time.
Intellectual property rights
The Software is wholly owned by the Operator who is also its sole developer. The Software, databases, equipment and related data, in their present and potential future form, are the sole property of the Operator, including instructions for use, document format descriptions, presentation and training material, as well as any operating procedures and guidelines that are presented to the End-user or the End-user’s employees. The Operator owns all intellectual property rights, including copyrights, to any such data, equipment and material.
Under these Terms, neither the End-user nor others will acquire any copyrights or other intellectual property rights to any of the aforementioned, nor any other software or intellectual property which are or may be related to any of the aforementioned, including any special configurations, customizations or any other new intellectual property, regardless of whether such modifications or additions were implemented on the initiative of the End-user or for other reasons.
The Operator grants the End-user a limited license to use this Software as further set out in agreements between the Service Provider, the Operator and the End-user. This license will be cancelled in its entirety immediately upon the expiry of these agreements.
The license also authorises third parties, as recipients of Electronic Messages from the End-user, to read copyrighted Formats which the End-user utilizes under the Agreement, but does not automatically authorise the same third parties to create an Electronic Message on the basis of such Formats or receive such message from a third party who has not undertaken to comply with these Terms.
Unimaze is the registered trademark of the Operator. The End-user acknowledges the Operator’s right over the trademark. The Operator reserves the right to all other trademarks and/or service marks used by the Operator in software solutions and websites and other resources provided by the Operator, including but not limited to manuals. The End-user is obliged to respect and protect the trademark rights and to report any potential trademark infringement of which he may become aware.
Assignment and subcontracting
Neither the Service Provider nor the End-user may assign their rights and obligations without the written consent of the Operator for such assignment. In the event of assignment, it shall be ensured that the assignee is as capable of fulfilling the contractual obligations as the assignor.
The Service Provider may not assign to others the performance of specific tasks under the Agreement. If such subcontracting is accepted, the Service Provider shall nevertheless be ultimately responsible for the performance of the Agreement vis-à-vis the End-user.
Default and default remedies
If the End-user is in default of these Terms and his agreement with the Service Provider and fails to remedy such default within 30 days of a written notice of default being sent, the Operator has the right to block his access to the Software. The same applies if an invoice to the End-user for use of the Software or related service is still unpaid 30 days after the final due date, in which case the Service Provider may request that the Operator block the End-user’s access. The blocking of access as referred to above shall amount to termination of the Agreement, and if access is blocked on these grounds, termination will take effect immediately and without notice. However, the parties to the Agreement shall endeavour to find ways to reverse the termination and continue service.
If the End-user’s breach is such that it interferes with the functionality of the Software or may cause disruptions or damage to other users, access may be blocked immediately in order to prevent further disruptions until the issues causing the disruption have been resolved. The End-user shall be solely responsible for any damage that he or others may incur as a result of access being blocked as referred to above, including any damage that the Service Provider or the Operator would otherwise be liable for.
Representations and limitation of liability
The End-user understands that the Software is not flawless and may contain minor defects. Such defects, which do not seriously or for an extended period interfere with the operation or functionality of the Software, shall not constitute default on the part of the Operator.
The Operator warrants and represents to the End-user that he has full rights of disposal over the Software and the related services and will provide the Service Provider with adequate access so that Service Provider may provide the required services to the End-user. However, the Operator shall not be responsible for any defects or malfunctions of any kind whatsoever in any software, hardware, networks or other resources provided by the End-user, Service Provider or a third party.
The End-user warrants and represents to the Operator and the Service Provider that he has full rights of disposal over the Electronic Messages handled by the Software. The End-user shall be responsible to the Operator for any consequences arising from the use of the Software by the End-user other than use which is in accordance with the End-user’s agreement with the Service Provider and these Terms and which must be regarded as reasonable and fair. The End-user undertakes to indemnify and hold the Operator harmless against any claims that may be made against the End-user related to his Electronic Messages.
Liability for the Operator is subject to the condition that direct and clear damage sustained by the End-user may be attributed to intent or gross negligence on the part of the Operator. The Operator and the Service Provider shall not be liable for any damage suffered by the End-user or anyone associated with the End-user that results from outside parties obtaining the End-user’s access to the Software or other systems or information contained in such systems. The amount of compensation in the event of liability shall be limited to the extent of direct damage and shall not, in any event, exceed the price paid by the End-user for the transmission of the Electronic Message concerned.
The liability of the Operator and the Service Provider as intermediaries in electronic commerce is governed by the relevant statutory provisions as currently found in Chapter V of Act No. 30/2002 on Electronic Commerce and other Electronic Services.
Neither the Service Provider nor the Operator shall be liable for damage suffered by the End-user which is caused by external incidents or events outside their control, including but not limited to hardware or software malfunctions, interruptions in telephone and telecommunications networks, electricity disruptions, strikes, epidemics, fires, wars, natural disasters and government orders.
Jurisdiction, venue and amendments
The Operator has the right to make unilateral amendments to these Terms; such amendments shall be notified in a verifiable manner with at least one month’s notice.
The interpretation of these Terms and the contractual relationship between the Operator, the Service Provider and the End-user shall be governed by Icelandic law.
In the event of a dispute arising out of the parties’ agreements, legal proceedings concerning such dispute shall be conducted before the District Court of Reykjavik.