Vesence AB, reg. no. 559456-6902
These are the General Terms and Conditions on which Vesence AB ("Vesence") provides its AI-powered productivity software — including the Vesence add-ins for Microsoft Word, Excel, PowerPoint, and Outlook, and the Vesence web application. They form part of the agreement between Vesence and the customer, together with the applicable Order Form, the Service Description, Customer Support and Service Levels, the Data Processing Agreement, and Vesence's Security Requirements.
To access Vesence and its features, a separate active Vesence subscription is required. Vesence is made available on a bring-your-own-license basis and access is provided only to customers with an active subscription agreed directly with Vesence. Accessing, downloading, or installing the Vesence add-ins, including through Microsoft AppSource or any other marketplace, does not in itself grant any right to access or use the Vesence service.
How Vesence handles personal information is described in our Privacy Notice. The current list of subprocessors engaged under the Data Processing Agreement is published at vesence.com/subprocessors. To request a copy of any agreement document or to enter into an Order Form, email hello@vesence.com.
1. General
1.1These General Terms and Conditions apply to any Services ordered by Customer, as outlined in the applicable Order Form.
1.2By executing an Order Form referencing these terms, Customer agrees to be bound by them, making these terms an integral part of the Agreement. In case of any conflict or inconsistency between any of the Agreement documents, the precedence outlined in the Order Form shall govern.
1.3Accessing, downloading or installing the Services, including through Microsoft AppSource or any other marketplace, does not in itself grant Customer any right to access or use the Services. Unless Vesence expressly confirms otherwise in writing, Customer may only access and use the Services after Customer has entered into a valid Order Form with Vesence.
2. Definitions
Capitalized terms used in the Agreement shall have the following meaning.
"Affiliates" means any company directly or indirectly controlling, under common control or controlled by a Party and shall include any legal entity that is directly or indirectly controlled by, or that is under common control by a company within the same group as a Party or a legal entity controlled by it. "Control" means ownership of at least 50% of the voting rights in a legal entity or the power to direct the management of a legal entity or control the composition of its board of directors.
"Agreement" means, collectively the applicable Order Form(s), these General Terms and Conditions, and any other documents expressly incorporated by reference in the applicable Order Form(s), including their related annexes, exhibits, schedules, etc.
"Customer Data" means data relating to Customer's or Customer's Affiliates' business, including data uploaded to, transferred through or processed in the Services by Customer's Users.
"Customer" has the same definition provided in the Order Form.
"Defect" means a deviation from the Service Description in Appendix 2 that is not insignificant.
"Initial Term" means the initial period set forth in the Order Form(s) of the Agreement.
"Intellectual Property Rights" means all intellectual property rights existing anywhere in the world such as copyright, database rights, design rights, patents, trademarks, service marks, trade names, know-how and any other similar right.
"Order Form" means a separately signed document, or an equivalent order concluded through an online procedure or similar (as instructed by Vesence from time to time), specifying e.g. the Vesence Services to be provided hereunder, the related fees, etc., including any supplements thereto.
"Party" and "Parties" means Vesence and Customer, individually and jointly.
"Renewal Term(s)" means successive renewal terms as described in section 12.1.3.
"Service Start Date" means the date when the Services will be available for use by Customer. The agreed Service Start Date is specified in an Order Form and if not, it shall be the date Vesence announces that the Services are ready for use by Customer.
"Services" means Vesence's proprietary software as a service (SaaS) as described in Appendix 2, i.e. provided by Vesence to Customer over the Internet, including the underlying technical platform used by Vesence from time to time and associated support services.
"Subscription Fees" means the fees for the use of the Services as set out in the Order Form.
"Term" means the Initial Term and any Renewal Terms collectively for each of the relevant Service(s) ordered by the Customer.
"User" means each employee or consultant of Customer or Customer's Affiliate, or other person designated by Customer as an authorized user to access and use the Services on Customer's behalf.
"Vesence Data" means data relating to Vesence business, the Services or Vesence Systems, including data resulting from Vesence analytics of User's use of the Services.
"Vesence Systems" means Vesence's IT system(s), including all relevant software, hardware, firmware, database files as well as any documentation, used to produce and/or otherwise provided in respect of the Services or otherwise pursuant to the Agreement.
3. Vesence provision of the Services
3.1Vesence undertakes to make the Services ordered in the Order Form(s) available to Customer from the Service Start Date and for the Term. Vesence shall ensure that the Services are provided in accordance with the Agreement, including the applicable service descriptions and service levels set out in Appendix 2.
3.2The Services shall be provided in a professional and workmanlike manner and in accordance with laws and regulations (including but not limited to the EU Artificial Intelligence Act) applicable to Vesence in its capacity as a supplier of IT-services.
3.3Vesence provides, on a best effort basis, customer support (via email) as set out in Appendix 2. Vesence will, as part of the support, on a best effort basis, maintain, bug fix and provide upgrades to the Services and to remedy Defects in the Services.
3.4Vesence may, from time to time, make changes or updates to the Services. Customer will have access to updates and enhanced features generally made available to all customers of Vesence. If any change made to the Services adversely affects Customer's use of the Services, Customer shall notify Vesence in writing and if the Parties fail to reach an agreement on how to resolve such situation within thirty (30) days of receipt of notice by Customer, Customer has the right to terminate the subscription for the affected Service, with effect upon the end of the foregoing thirty (30) days' period and any pro-rated pre-paid sums will be repaid to Customer.
3.5Vesence has the right, without liability to refund or compensate Customer, to temporarily suspend the provision of the Services, should Vesence in its professional discretion suspect that Customer's use of the Services causes or imposes, or may cause or impose a risk for system failure or a security threat to the Services or other customers' use of services from Vesence. Vesence shall inform Customer hereof without undue delay.
3.6Due to the inherent probabilistic nature of artificial intelligence, the Services may occasionally produce inaccurate output or suggestions, which, for the avoidance of doubt, shall not constitute a Defect in the Services.
4. Customer obligations
4.1Customer is responsible for obtaining and maintaining, at its expense, the hardware, software and Internet connectivity necessary to access and use the Services.
4.2Customer must assess the accuracy and quality of the input to, and output from, the Services for its intended use, including conducting human reviews. Additionally, Customer is responsible for ensuring the legality of Customer's input, verifying that its use does not infringe on any third party's rights.
4.3The Customer shall adhere to instructions and policies regarding permitted use of the Services that Vesence from time to time issues in writing. Any changes to such instructions and policies shall be handled in accordance with section 3.4.
4.4Customer is solely responsible for maintaining the confidentiality of its log-in information to the Services and Vesence shall have no responsibility for any unauthorized use of Users' accounts due to Customer's loss of such information.
4.5Personnel specified by Customer shall be provided with administrative privileges to manage Customer's account and its Users to the Services. The administrators shall be able to access logging and information about Users' use of the Services. If an administrator or User is no longer authorized to use the Services, Customer shall promptly notify Vesence.
(a)use the Services in a manner that infringes, misappropriates, or violates any third party's or individual's rights; or
(b)sub-license, sell, or transfer its rights to access or use the Services except as permitted under section 4.7; or
(c)attempt to reverse engineer or derive the source code of the Services or any part thereof, except where permitted by mandatory applicable law; or
(d)modify, customize, port, translate, localize, or create derivative works of the Services, except where permitted by mandatory applicable law; or
(e)employ any automated or programmatic means to extract data or output from the Services; or
(f)utilize its access to the Services to develop a product or service competing with the Services; or
(g)use the Services in a way that disrupts or attempts to disrupt their proper functioning.
4.7Customer may use the Services solely for its internal business operations, subject to the terms and conditions of the Agreement. Customer may use the Services for the benefit of itself and its Affiliates. In relation to all current and future Affiliates, the following shall apply:
(a)Each Affiliate of Customer will be entitled to receive the Services provided by Vesence, but the legal relationship shall be deemed to be only between Customer and Vesence; and
(b)Customer is liable for any and all acts and/or omissions contrary to the provisions of the Agreement by any of Customer's Affiliates against Vesence as if they had been acts and/or omissions by Customer.
5. Fees and payment
5.1Customer shall pay the Subscription Fees stated in the Order Form, in accordance with the payment plan included therein. All Subscription Fees are quoted exclusive of value added tax (VAT) and any other applicable taxes and/or duties.
5.2Vesence is entitled to change the Subscription Fees in case of any change in Vesence's costs for third party products such as Microsoft Azure used to deliver the Services. Such cost changes shall be documented by Vesence. Vesence's change of the Subscription Fees shall be proportionate to the change in Vesence's costs for third party products.
5.3Customer shall not be entitled to withhold, reduce, set-off or make deductions from any amounts due under the Agreement. In the event of late payment, Vesence shall be entitled to charge interest corresponding to the higher of (i) one (1) percent of the due amount per calendar month, or (ii) the maximum amount permitted by applicable law. If outstanding Subscription Fees are more than thirty (30) days overdue, Vesence may, without limiting its other rights and remedies, suspend its performance under the Agreement and Customer's access to the Services, provided that Vesence during that thirty-day period has given Customer a written reminder and at least ten (10) days prior to a suspension, to remedy the non-payment.
5.4All Subscription Fees are subject to annual indexation which shall not exceed five percent (5 %).
6. Intellectual property rights
6.1Nothing in the Agreement shall be interpreted as an express or implied assignment or transfer of any Intellectual Property Rights.
6.2Vesence (and/or its subcontractors, as applicable) shall retain all right, title and interest to all Intellectual Property Rights with respect to the software products provided as part of the Services and/or developed in the course of the Services, including any customer specific adaptations, Vesence Data and Vesence Systems, and including but not limited to, any derivatives, developments or modifications thereof.
6.3Customer shall immediately notify Vesence upon becoming aware of any alleged infringements of Vesence's Intellectual Property Rights, and Vesence warrants to Customer that, to the best of its knowledge, the Services or any part thereof do not infringe on existing patents or other Intellectual Property Rights belonging to a third party.
6.4Vesence may use Customer's name or logo on Vesence website and in other promotional material (as a customer of the Services), unless Customer has in writing explicitly objected to such use.
7. Ownership of and right to use data
7.1As between the Parties, Customer Data shall be and remain the exclusive property of Customer. Vesence may use the Customer Data (subject to the privacy settings as described in Appendix 2) solely for the purpose of providing its Services. Vesence will not use any Customer Data to train AI models, nor will it permit its subcontractors to do so, unless explicitly agreed in writing.
7.2Notwithstanding section 7, Customer agrees that Vesence may collect, use and disclose quantitative data derived from the Customer's use of Services (such as statistics regarding the features used), for industry analysis, benchmarking, analytics, marketing, and other business purposes in the manner specified in Appendix 2. Such data in anonymous and in aggregated form shall constitute Vesence Data.
8. Confidentiality
8.1During the term of the Agreement and for a period of five (5) years thereafter, each Party undertakes not to disclose to a third party, without the other Party's consent, any information which is either identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to, any Order Form and any non-public commercial terms of the Agreement, computer programs, code, algorithms, names and expertise of employees and consultants, information relating to existing, previous and potential customers and contracts, know-how, trade secrets, ideas and inventions. For the avoidance of doubt, these General Terms and Conditions, the data processing agreement and any other Agreement documents made publicly available by Vesence shall not be deemed confidential solely because they form part of the Agreement.
8.2Notwithstanding section 8.1, the Parties shall always have the right to share necessary information on a need-to-know basis with their affiliates, sub-contractors, external advisers, potential investors and any external consultants who they may engage, regardless of the function and the conditions under which they are engaged by such a Party. This is provided that the Party disclosing such information has ensured that the parties receiving such information are bound by confidentiality undertakings materially equivalent to those set out in this section 8. For the avoidance of doubt, the confidentiality undertaking shall not limit Vesence's right to identify Customer as a customer of Vesence and use Customer's name, pursuant to Section 6.4.
8.3The obligations contained in section 8.1 do not apply to any confidential information which:
(a)is lawfully known by the recipient of such information at the time of disclosure without any obligation to keep the same confidential; or
(b)becomes, through no fault of the recipient of the information, known or available to the public; or
(c)is independently developed by the recipient of the information, without use of or reference to such confidential information; or
(d)is rightfully disclosed to the recipient of the information, by a third party without restriction; or
(e)a Party is obliged to make available under law or according to stock exchange rules.
9. Processing of personal data
In the performance of the Agreement, Vesence will process personal data on behalf of Customer, as data processor. The Parties have entered into a data processing agreement to regulate such processing, forming part of the Agreement as Appendix 3.
10. Liability and limitation of liability
10.1Each Party shall compensate the other Party for any damage caused by breach of contract, with the limitation set out in this section 10, or otherwise set out in the Agreement.
10.2Neither Party shall be liable for indirect damages, such as loss of profit or turnover or loss of data, under the Agreement. Further, each Party's total aggregate liability under the Agreement shall for each contract year be limited to fifty (50) percent of the Subscription Fees invoiced to Customer during the contract year in question.
10.3The limitations of liability set forth above shall not apply to any liability arising from intent or gross negligence.
10.4Vesence shall not be liable for Defects or breach of contract caused as a result of:
(a)Problems and/or errors in hardware equipment, network components, software or services that lie outside of Vesence's Services, such as disturbance of Customer's access to the internet or other errors that impede data traffic; or
(b)Customer's use of the Services with equipment, software or accessories other than those prescribed by Vesence in a manner that affects the working of the Services, or alterations or internal adjustments by Customer not in accordance with the Vesence's instructions; or
(c)Customer having provided erroneous, incomplete, corrupt or inadequate data to Vesence or into Services; or
(d)An error in any third-party software, services, system or integration used in, with or in connection with the Service, or provided by Vesence, that is not possible for Vesence to circumvent using reasonable commercial efforts, thus it is appropriate to remedy with the assistance from the relevant third-party provider (e.g., a bug fix); or
(e)A virus attack (by which is meant the phenomenon initiated by third parties in order to create load, modify, destroy or threaten to destroy data or programs), provided that Vesence has taken adequate protective measures against viruses and used such protection software; or
(f)Negligence on the part of Customer, its staff or a third party.
10.5For the avoidance of doubt, the output generated through the Services, and any materials, information, suggestions or other content made available through the Services, shall not be viewed as any sort of professional advice (such as legal, tax, accounting, financial, economic, commercial, investment, professional or other advice), or as a substitute for independent professional judgment. Vesence is not an advisory firm and does not provide legal, tax, accounting, financial, economic, commercial, investment, professional or any other advice. Additionally, Vesence does not know the full context in which the output or other content will be used. Accordingly, Vesence does not bear responsibility for the output, other content, or any information derived from the Services, or for any decisions, actions or omissions, or reliance, based thereon. As outlined in section 4.2, it is essential for the Customer to assess the accuracy and quality of both the input to, and output from, the Services for its intended use, including conducting human reviews.
10.6Claims under the Agreement must be made within three (3) months from a Party's becoming aware of damage, and always within six (6) months from the occurrence of the damage.
11. Indemnity
11.1Vesence agrees to indemnify Customer against third party claims related to Customer's use of the Services, or parts thereof, that infringe such third party's Intellectual Property Rights. Vesence's obligation hereunder is subject to the Services being used in accordance with the terms and conditions set out in the Agreement and the conditions set out in this section 11. For the avoidance of doubt, the indemnity in this section 11 shall not apply to any third-party software.
11.2If the use of the Services infringes third party Intellectual Property Rights and the use of the Services is prevented or restricted by virtue of such infringement, Vesence shall at its own expense and option:
(a)Procure the licenses necessary for Customer's continued use of the affected Services;
(b)Replace the infringing Service or parts thereof with equivalent software;
(c)Amend the Service in a way that the Service ceases to infringe third party Intellectual Property Rights; or
(d)If neither of the above listed options are possible, terminate the subscription for the affected Services with immediate effect and refund any prepaid fees.
11.3This section 11 constitutes the entire liability of Vesence, and Customer's sole and exclusive remedy, with respect to any third-party claims of infringement of Intellectual Property Rights.
11.4Customer shall fully indemnify and hold Vesence, its Affiliates, and each of their directors, officers, agents, and representatives harmless from and against any and all damages, costs and expenses (including reasonable fees of attorneys and other professionals) arising from any third-party claims related to infringement of such Intellectual Property Rights or proprietary right of a third party.
11.5The indemnification obligations in this section 11 shall only apply provided that the indemnified Party: (i) promptly notifies the indemnifying Party in writing of the claims brought against it, (ii) allows the indemnifying Party the sole control of the defense and to solely decide on all related settlement negotiations, and (iii) acts in accordance with the indemnifying Party's reasonable instructions and cooperates and assists the indemnifying Party to the extent reasonably requested.
12. Term and termination
12.1 Term and Renewal Terms
12.1.1The Agreement shall apply as long as Customer has a valid subscription for a Service under an applicable Order Form.
12.1.2Customer may terminate the subscription for a Service at any time during the first three (3) months of the Initial Term for that Service. The Initial Term for each Service ordered is set out in the applicable Order Form(s).
12.1.3The subscription for a Service will be automatically renewed for consecutive twelve (12) months' Renewal Terms unless terminated in writing by either party not less than sixty (60) days prior to the end of the Initial Term or Renewal Term for that Service.
12.2 Termination for Cause
Either Party may terminate the subscription for any or all Services under the Agreement with immediate effect if the other Party:
(a)Materially breaches its obligations under the Agreement and the breaching Party does not remedy the breach within thirty (30) days of written notice from the non-breaching Party of such breach; or
(b)Becomes bankrupt, ceases payments, goes into liquidation, applies for restructuring or may otherwise reasonably be considered insolvent; or
(c)Is subject of a force majeure situation, as described in section 13.1, for a period of three (3) months or longer; or
(d)Is in delay with payments invoiced under the Agreement, if the amount exceeds the equivalent of two months' Subscription Fees, however subject to section 5.3.
12.3 Effect of Termination
12.3.1Upon termination of the subscription of a Service, Customer shall immediately cease using the Service.
12.3.2Upon termination of the Agreement;
(a)Customer shall destroy any and all Vesence Data held by Customer;
(b)Vesence shall, upon Customer's request, provide Customer copies of Customer Data stored in Vesence Systems; and
(c)Vesence shall destroy all Customer Data held by Vesence within six (6) months.
12.3.3Customer will compensate Vesence for the Services performed up until the date of termination and correspondingly any prepaid part of the Services shall be repaid to Customer to the extent they have not been delivered.
12.3.4The expiration or termination of the Agreement shall not affect or prejudice any provisions of the Agreement that are, expressly or by implication, provided to continue in effect after such expiration or termination.
13. Miscellaneous
13.1 Force Majeure
If a Party is prevented from fulfilling its obligations under the Agreement due to a circumstance beyond that Party's control, such as acts of war, natural disasters, labour disputes, accidents or similar events ("Force Majeure"), then this shall constitute a ground for release resulting in an extension of the deadline for performance and release from liability for damages and other sanctions while such circumstances persist.
13.2 Independent Parties
The Parties are independent, and nothing in the Agreement shall be construed to appoint either Party as an agent, partner, joint venture or representative of the other Party or to grant to either Party any right to bind the other Party in any way.
13.3 Assignment and Subcontracting
13.3.1The Agreement may not be assigned by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Notwithstanding the previously mentioned, Vesence shall be entitled to assign the Agreement to an Affiliate.
13.3.2Vesence may use subcontractors for the performance of its obligations under the Agreement. Vesence is fully responsible and liable for all acts (including omissions) of its subcontractors and shall cause each of its subcontractors to comply with all applicable obligations, terms and conditions of the Agreement.
13.4 Notices
13.4.1Any notice required or permitted to be given by either Party under the Agreement, shall be in writing and may be delivered by hand or courier sent by registered post or sent by e-mail. A notice shall be deemed to have been received:
(a)At the time of delivery, if delivered by hand, registered post or courier; or
(b)At the time of receipt by the sender of an automatic confirmation generated by the computer from which the notice was sent, indicating that the notice was sent in its entirety to the recipient's e-mail address, if delivered by e-mail.
13.4.2Any notices shall be sent to the contact details specified in the Agreement.
13.5 Entire Agreement
The Agreement constitutes the entire agreement of the Parties, and supersedes and extinguishes any and all previous understandings, representations, warranties and agreements between the Parties (whether written or oral) relating to its subject matter, except where an express reference is made thereto.
13.6 Amendments to the Agreement
Vesence may amend the terms of this Agreement by publishing an updated version of the Agreement on its website. Any such amendment shall become applicable thirty (30) days after the date on which the updated version is published on Vesence's website. If such amendment adversely affects Customer or makes the Agreement materially more burdensome for Customer (as reasonably demonstrated by Customer), Customer may terminate the Agreement by written notice to Vesence, with effect from the date on which the amendment would otherwise have become effective.
14. Governing law and dispute resolution
14.1The Agreement shall be governed by the substantive laws of Sweden.
14.2Any dispute, controversy or claim arising out of or in connection with the Agreement or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English unless otherwise agreed.
14.3The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration section will be kept strictly confidential in accordance with section 8. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Notwithstanding this, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights in connection with the dispute.
