Juridisk information

TERMS OF USE INVONO One

 

1. INVONO ONE AND THE SERVICES

Invono AB, corporate reg.no 556987-2535, (”Invono”) provides a digital platform (”INVONO One”) with functions and services for; (I) overview and follow-up of ownership in unlisted companies, and (II) digital business services for managing ownership, documents, meetings, access control and tasks. Any and all function(s) and service(s) available from time to time in INVONO One are referred to below as the ”Services”. Invono provides INVONO One and the Services online as Software as a Service (SaaS) via Invono’s website, app.invono.se.

The Services are made available through two different accounts which are registered and opened in INVONO One. Person Account for all natural persons using INVONO One and Company Account for companies and organizations that use the business services of INVONO One. You can read more about the different accounts on our website invono.se.

The Services can (to varying degrees) be used by both natural and legal persons. Further, the Services can be used for the user’s own account or on behalf of someone else. Accordingly, it is for example possible for a company – with a Company Account – to invite different people to access, administer and/or work with the company’s information, data and documents in INVONO One and to use the Services for the company’s account. INVONO One also connects different people and companies in order to automatically create an overview of individual shareholder’s interests in such companies that use INVONO One. Examples of users are: a private person who uses INVONO One to have an overview of his/her own shareholding; an employee of a company using INVONO One for the company’s document management; a board member of a company that uses INVONO One for its board work; an auditor invited to INVONO One by a company that he/she is about to audit.

The Person Account is a personal, free of charge, account that is necessary to login to INVONO One and use the Services or register a Company Account. This applies regardless of whether the Services are used for the user’s own account or on behalf of someone else. Also, a person who has been invited to INVONO One by a company with a Company Account, needs to register a Person Account to be able to log in to INVONO One and gain access to the Services for which the company has granted authorization. Such users are aware that their ability to use INVONO One and the Services may be limited by the company that invited the user or if the company’s Company Account in INVONO One ceases or changes.

Anyone who creates a Person Account in INVONO One (the ”User”) can choose to activate a demo-Company Account in INVONO One in order to investigate the business services in INVONO One without any obligations or time pressure. In order to provide a good overview, the demo account is prepared in advance with a number of fabricated tasks – such as a share register and a number of documents and meeting minutes etc. The demo account can be used in the same way as a real Company Account and the User can also add their own documents, prepare meetings and call people to them, sign meeting minutes, make transactions in the share register etc. To avoid misunderstandings, the demo account is specifically intended for Users to be able to test the services and functions of INVONO One and the demo account should therefore not be used for the management of real company information or as an alternative to a real Company Account in INVONO One. The demo account is automatically reset to its original position two weeks after it has been activated – and then in two-week intervals – whereby all information that the User has uploaded or otherwise added in or to the demo account is immediately deleted.

 

2. CONCLUSION OF AGREEMENT

These terms of use – or the later version applicable according to section 9 below – (the ”Terms of Use”) constitutes an agreement between Invono and the User regarding the terms of use of INVONO One and the Services.

The Terms of Use are considered to be approved and accepted by the User when the User selects the checkbox for the intended purpose on app.invono.se in connection with the User’s creation of a Person Account on app.invono.se. Thus, the User thereby undertakes, in relation to Invono, to comply with the Terms of Use. Provided that the User selects the checkbox as above mentioned, Invono also undertakes – in relation to the User – to comply with the Terms of Use. Accordingly, with the User’s selection of the said checkbox, the parties are mutually bound by their respective obligations in the Terms of Use.

Also companies, associations and other organizations may be bound by the Terms of Use through the agreement that they have entered into in connection with the creation of a Company Account in INVONO One.

.

 

3. SECURITY

Invono provides two options for logging in to INVONO One. Logging in can be done either by BankID or with a password in combination with a security code sent by email to the User (two-step authentication). The User is responsible for the use of the User’s Person Account and its security. The User is aware that the Person Account – and other users of INVONO One that may have given the User access to their accounts – is at risk if the User allows others to use the User’s Person Account. The User shall immediately notify Invono of any unauthorized use of the User’s Person Account.

INVONO One can allow the User to link to other websites on the internet and other sites can link to INVONO One. Invono does not exercise control over external websites, and the User use and visit external websites entirely at their own risk.

You can read more about our data security in the “Datasäkerhetsbeskrivning” on our website invono.se.

 

4. PERSONAL DATA AND COOKIES

All terms in this section 4 relating to the processing of personal data shall have the meaning that from time to time is stated in the EU Regulation 2016/679 (the General Data Protection Regulation GDPR) including changes and/or additions to the same.

Invono is the personal data controller for the personal data provided by the User when the User registers his/her Person Account in INVONO One, logs into INVONO One, edits his/her user profile or uses the support function.

When the User uses INVONO One and the Services, Invono can also – inter alia with the help of so-called cookies – gather information about how INVONO One and the Services are reached and used and about technical data. This information is processed by Invono in order to improve INVONO One and the Services and make it more relevant and user-friendly, and also in order to prevent misuse of INVONO One and the Services and facilitate investigation of possible breaches of authority and/or infringements of rights.

What Invono – as personal data controller – does, and does not do, with the User’s personal data and with what right as well as the rights of the User etc. is set forth in Invono’s privacy policy.

More information about Invono’s use of cookies and how they can be turned off can be found in Invono’s cookie policy. The performance and functionality of INVONO One and the Services will deteriorate if the User chooses not to approve Invono’s use of cookies.

If the User chooses to activate a demo-Company Account in INVONO One, the User will be able to process personal data in the demo account, eg. by adding real people as imaginary shareholders or by uploading documents containing personal data in the demo account. The User is the data controller in respect to all processing of personal data in the demo account. However, Invono may process such personal data on behalf of the User in connection with the User’s use of the demo account. Examples of such processing is that Invono stores data about for example “shareholders” who the User enters into the demo account, or that Invono – after two weeks when the demo account is automatically reset – erases the corresponding data. To the extent Invono processes personal data on behalf of the User, Invono is considered to be the data processor.

Regarding Invono’s processing of personal data as data processor in connection with the User’s use of the demo account, the data processing agreement (the “DPA”) that is attached to the”Company Account Agreement” applies (provided, however, that any personal data will be deleted immediately when the demo account is reset to its original position as described in section 1 above). In such context; the term “Customer Agreement” in the DPA shall mean these Terms of Use, the term “Data Controller” in the DPA shall mean the User, the term “Data Processor” in the DPA shall mean Invono and the term “Customer Data” in the DPA shall mean such information that the User chooses to add to or upload in the demo account.

 

5. RIGHTS AND CONDITIONS FOR USE OF INVONO ONE AND THE SERVICES

INVONO One and the Services are provided by Invono as online subscription services (so-called Software as a Service/SaaS). The subscription for INVONO One only gives the User a limited non-exclusive right – in accordance with the Terms of Use, and any supplementary Company Account agreement – to access and use INVONO One and the Services.

All ownership rights and intellectual property rights relating to INVONO One and the Services belong to Invono. Invono’s provision of INVONO One and the Services does not in any way entail any transfer or assignment of any intellectual property to the User. The User undertakes to respect all registered and non-registered intellectual property rights that exist or appear in INVONO One and the Services including, but not limited to, patent rights, trademark rights and copyright. The User may only use such intellectual property rights in connection with the contractual use of INVONO One and the Services and may not copy, modify or otherwise handle software or other materials related to INVONO One and the Services.

The User undertakes to only use INVONO One and the Services for the intended purposes and for lawful purposes and in accordance with the Terms of Use. When using INVONO One and the Services, the User also undertakes not to:

(i) use so-called robots, spiders or other automatic tools (except regular search engines such as Google);

(ii) improperly seek to damage app.invono.se by overloading or actively interfering with or preventing the functionality of INVONO One;

(iii) distribute, reproduce, duplicate or copy any software or all or part of INVONO One, or modify, disassemble, decode or code analyze software or any part of INVONO One;

(iv) publish, upload, distribute or transmit any information that includes content or data that (a) is false, untrue or misleading, (b) is somehow harmful, discriminatory, offensive, threatening or illegal, or (c) infringes the rights of third parties;

(v) use INVONO One to send, transfer or upload files or other content that contains viruses, corrupted data, software, or other programs that may damage computers or other property or that gives control over other’s data or information.

In addition to what is stated in the Terms of Use, the User is obliged to also follow other instructions by Invono regarding the use of app.invono.se, INVONO One or the Services.

Invono has the right to fully or partly cancel the access to INVONO One and the Services, in cases where continued provision of INVONO One and/or the Services causes damage, or means a risk of damage, to Invono, Invono’s customers or third parties.

Invono reserves the right – but assumes no obligation – to remove content from INVONO One, which, in Invono’s opinion, constitutes a violation of the Terms of Use or otherwise is inappropriate or harmful to Invono or anyone else.

The User is responsible for ensuring that the User’s use of INVONO One or the Services does not cause damage or infringes on the rights of others or violate applicable law. In the event the User fails in this liability, the User shall indemnify and hold Invono harmless, also with regard to indirect damage and loss.

 

6. SUPPORT

Invono provides support on issues related to the functionality of INVONO One and the Services. The User can get in touch with the support in INVONO One or via Invono’s website support.invono.se.

Invono’s support does not include any advice regarding the interpretation or application of the laws and regulations that apply to such administration, etc. which can be managed through INVONO One and the Services, such as company law issues etc. The support also does not include technical issues or corrections due to incorrect use of INVONO One or the Services.

 

7. DISCLAIMER

Invono makes no commitment that INVONO One – and the Services, features and contents of INVONO One – will be free from errors, deficiencies, disturbances, bugs or interruptions etc. Further, it is the responsibility of the User to determine whether it is appropriate to use INVONO One and the Services to achieve the intended purpose of the User. INVONO One and the Services are provided as is without any warranties of any kind and are used by the User at his/her own risk. Invono also does not accept any liability for information, data or documentation in INVONO One or for the User’s use of INVONO One and the Services.

Accordingly, the User confirms that the User waives any and all claims against Invono, its employees or other representatives due to direct or indirect damage or loss resulting from or related to the use of INVONO One or the Services. This applies regardless of the reason for such damage or loss, i.e. whether due to interruptions in function or use, termination of feature or Service, malfunction, faults, bug, neglect, purpose failure, virus, loss of data, information or documentation, unauthorized access, operating or connection problems, infringement or any other reason.

Invono’s disclaimer as stated above in this section 7 does not apply, however, to Invono’s gross negligence or willful misconduct.

 

8. APPLICABILITY AND TERMINATION

The Terms of Use apply to any and all use of INVONO One and the Services. The User can terminate his/her Person Account at any time via his/her user page in INVONO One whereby the Terms of Use expire. However, if the User is the account owner (Swe. “kontoägare”) of a Company Account in INVONO One, the Person Account cannot be terminated before the role as account owner has been transferred to someone else in the Company Account.

Invono has the right, without prior warning, to suspend the User from further use of INVONO One and the Services and to terminate his/her Person Account if there is suspicion that the User violates the Terms of Use. For Users who use INVONO One and the Services on behalf of someone else, the same applies to suspicion that such a User violates the Company Account Agreement entered into by the company on whose behalf the use takes place.

 

9. CHANGE OF THE TERMS OF USE

Invono has the right to change the Terms of Use with immediate effect and it is always the Terms of Use that are available from time to time on Invono’s website invono.se which applies. New or changed Terms of Use that are of significant disadvantage to the User shall be notified to the User either via INVONO One or via letter or email to the respective address which the User has provided in INVONO One. The User is responsible for updating his/her contact information in INVONO One.

 

10. MISCELLANEOUS

This English version of the Terms of Use shall be deemed as the original version. If there are differences between the contents of this version and any version in another language, this English version shall prevail.

If any part of the Terms of Use is found invalid or unenforceable for any reason, this shall not mean that the Terms of Use as a whole are invalid. Further, any failure by either party to enforce any provision of – or to exercise any right under – the Terms of Use shall not be construed as a waiver of such provision or right, or as a precedent with respect to future actions or rights of such party.

 

11. GOVERNING LAW AND ARBITRATION

Invono is subject to Swedish law and Swedish law shall apply to the Terms of Use.

Any dispute, controversy or claim arising out of or in connection with the Terms of Use, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations of the SCC shall apply, unless the amount in dispute exceeds SEK 1,000,000. Where the amount in dispute exceeds SEK 1,000,000, the Arbitration Rules of the SCC shall apply. The arbitration tribunal shall however under all circumstances be composed of a sole arbitrator. The amount in dispute includes the claims made in the Request for Arbitration and any counterclaims made in the Answer to the Request for Arbitration.

The place of the arbitration shall be Helsingborg, Sweden, and the language in the proceedings shall be Swedish if both parties are Swedish and otherwise English.

The parties undertake, without limitation in time, to keep the existence and content of any arbitral award – as well as any information on negotiations, arbitration or mediation – with reference to or in connection with the Terms of Use strictly confidential and not to be disclosed without compelling reasons.

Regardless of the aforesaid, each party has the right to apply to a Swedish public court or other competent authority if the amount in dispute (excluding possible counterclaims) does not exceed SEK 100,000.

 

Rev. 2002