Uniconta A/S, Klausdalsbrovej 601, 2750 Ballerup, Denmark, CVR/Company Registration no. 33266928 (Uniconta);
Uniconta and Integration Partner are jointly referred to as the Parties and each as Party.
has developed and owns all rights to the program, a SaaS ERP Solution as described at all times at www.uniconta.com
(B) Integration Partner
wishes to develop, promote, market and sell add-on software, functions, modules, scripts etc. interfacing with the Program (Add-On Software) to customers and end-users (Customers);
(C) The purpose of this Agreement is to grant Integration Partner the right to develop, promote, market and sell Add-on software, subject to the terms and conditions of this Agreement.
IT IS AGREED as follows:
1. UNICONTA AGREEMENTS
1.1 Prior to the entering into this Agreement, Integration Partner has adhered to the following documents as applicable at all times and available at www.uniconta.com
as “Customer”: Uniconta´s End-User License Agreement
, Uniconta´s Data Processing Agreement
and – to the extent that Integration Partner is also a reseller – Uniconta´s Reseller Agreement (Uniconta Agreements).
1.2 Integration Partner shall remain bound by and obliged under the Uniconta Agreements as “Customer” in addition to the rights and obligations set out in this Agreement, including in respect of scope of license, restrictions, expiry and termination, data protection, intellectual property rights and limitations of liability. All definitions used herein shall have the same meaning as set out in the Uniconta Agreements, unless otherwise set out herein.
2. INTEGRATION PARTNER
2.1 Through this Agreement, Integration Partner obtains a non-assignable and non-exclusive right to develop, market and sell Add-On Software to Customers.
2.2 Integration Partner may solely use the rights granted pursuant to this Agreement through its own employees (and employees of group related companies) and always solely for the purpose of providing Add-On Software to Customers in accordance with this Agreement.
2.3 Integration Partner shall ensure that the Customers using the Add-On Software are registered with Uniconta and that the direct and indirect users of the Add-On Software pay for the services which they receive in accordance with clause 5.
2.4 The rights under this Agreement does not include a right to use the Uniconta name or logo; however, the Integration Partner shall be entitled to state that the Integration Partner is an integration partner of Uniconta and that the Add-on Software interfaces with the Program.
2.5 Integration Partner may not, directly or indirectly, grant, allow or arrange access to the Program, API or Intellectual Property Rights to any third parties except as approved herein and Integration Partner may not in any way assign, transfer assign or sub-license its rights pursuant to this Agreement.
2.6 Integration Partner represents and warrants to Uniconta that it has the right, power and authority to enter into this Agreement and to perform its obligations hereunder.
2.7 The rights granted to Integration Partner under this Agreement are made on “as is” basis and without any warranties. Integration Partner is not entitled to make any warranties towards third parties in the name of, on behalf of or which otherwise impose obligations on Uniconta.
2.8 Integration Partner shall be obligated to provide Uniconta with such information regarding the Add-on Software and Customers as reasonably requested by Uniconta.
2.9 Uniconta shall at all times be entitled to request that Integra-tion Partner uses a data processing agreement provided by Uniconta.
3.1 Uniconta´s sole obligation under this Agreement is to grant Integration Partner access to the Uniconta application pro-gramming software for building the frontend application soft-ware interfacing with Uniconta (API) in order for Integration Partner to be able to develop, promote, market and sell Add-On Software to Customers.
3.2 Uniconta is free to grant licenses to any third party, including companies directly or indirectly competing with the Integration Partner, and to, directly or indirectly, develop functions, modules, scripts etc. to the Program, including such that, directly or indirectly, competes with the Add-On Software. The Integration Partner shall be prohibited from using the API to develop, promote, market and sell Products that directly or in-directly competes with the Program.
4. ADD-ON SOFTWARE
4.1 The Add-On Software shall always comply with the guidelines and instructions set out by Uniconta from time to time.
4.2 Uniconta shall have no liability whatsoever for the functionality and accessibility of the Add-On Software, the interface, integration and communication between the Add-On Software and the Program or the contents, quality, user experience, programming or use of the Add-On Software. Integration Partner shall be obligated to ensure that its agreements with Customers contain a specification that Uniconta has no liability towards Integration Partner´s Customers. Upon request from Uniconta, the Integration Partner shall be obligated to update its Customer agreements to properly reflect this.
5.1 The Integration Partner shall inform Uniconta of direct and indirect Customers using the Add-on Software in writing on a monthly basis. Based on this report Uniconta shall invoice the Distributors, Resellers or Customers based on the prices are set out in the price list applicable at all times at www.uniconta.com
5.2 Uniconta shall be entitled to change the payment structure (including that all payments shall be made by Customers to Uniconta) with a notice of 90 days.
6. TERM AND TERMINATION
6.1 This Agreement shall enter into force as of the agreed commencement date (Effective Date) and may only be terminated as follows:
6.2 Each Party may terminate the Agreement with a written notice of three (3) months to the end of a calendar month. In the event of Integration Partner´s termination, Uniconta shall be entitled to require a shorter termination period, at the discretion of Uniconta.
6.3 Notwithstanding the above, each Party may terminate, suspend or modify the Agreement with immediate notice in case of the other Party´s material breach, provided such breach has not been remedied within a period of 14 days after the breaching Party´s receipt of a written notice hereof. Should the same type of breach occur within a period of one year after the above-mentioned demand was made, termination of the Agreement shall not be conditional upon a further demand being made.
6.4 Integration Partner´s rights under this Agreement shall terminate automatically upon expiry of the Agreement; however, Customers using the Add-on Software upon termination of this Agreement shall have the right to continue using the Add-on Software.
6.5 Uniconta may block, suspend or terminate the rights under this Agreement and may remove, delete or exclude Add-on Software without notice in case of a breach of this Agreement by Integration Partner, including but not limited to misuse of the Program or API, unauthorized access to or use of Uniconta´s or its customers´ data, breach of Uniconta’s data policy, breach of Uniconta´s Intellectual Property Rights, breach of this Agreement, circumvention of payments to Uniconta, inappropriate behaviour towards Uniconta or its customers and similar events.
7.1 Confidential Information shall mean any information and data received by either of the Parties from the other Party, that is indicated to be confidential or which the recipient Party in all reasonableness knows or ought to know is of a confidential nature, whether technical, commercial or financial, details in respect of actual or potential customers or Integration Partners or intended business transactions, reports, plans, computer programs, computer files, drawings, models, know-how and other information that must in all reasonableness be deemed to be confidential and all documents and files containing such information to the extent that the information relates to the Party that disclosed the information and or any subsidiary, group company, affiliated company or corporate clients. Confidential Information includes in any event any and all information regarding the Program and the Intellectual Property Rights.
7.2 Integration Partner shall be obligated to keep strictly confidential any and all Confidential Information regarding but not limited to Uniconta, this Agreement, the API, Add-On Software and the Intellectual Property Rights.
7.3 Integration Partner shall use such information only for the purpose of fulfilling its obligation under this Agreement and Integration Partner may under no circumstances disclose any Confidential Information to any third party prior to, under or after the termination or expiry of this Agreement.
7.4 Integration Partner shall ensure that employees are bound by the same confidentiality obligations as set out herein.
8.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
9. ENTIRE AGREEMENT
9.1 This Agreement, including all exhibits, schedules and appendices, attached hereto, constitutes the entire agreement between the Parties and supersedes all previous agreements and representations, written or oral, express or implied, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing and signed by an authorized representative of both Parties. No other act, document, usage or custom shall be deemed to amend or modify this Agreement.
10. GOVERNING LAW, ARBITRATION AND VENUE
10.1 This Agreement shall, in all respects, including all matters of construction, validity and performance, be governed by the laws of Denmark, without regard to any conflicts of law principles, which may result in the application of the law of another jurisdiction.
10.2 Any dispute arising out of or in connection with this Agreement shall – where such dispute cannot be settled amicably – be decided with final and binding effect by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. Each party shall appoint one arbitrator and the institute appoints the chairman of the arbitral tribunal.
10.3 The place of arbitration shall be Copenhagen and the language of the arbitration shall be English. The arbitral tribunal shall award costs on the basis that the cost of arbitration, including reasonable attorneys´ fees and expenses shall be paid by the non-prevailing party in the arbitration.
By applying for the Uniconta API developer key, the integration partner confirms to have read and agreed with above terms and conditions of the Integration Partner Agreement.