Agreements

This Master Subscription Agreement (further referred to as “MSA”) consists of the Main Agreement Terms (“MAT”), the Terms of Service including appendices (after this referred to as the “TOS”) and the Data Processing Agreement (after this referred to as the “DPA”) with appendices.

Table of contents

• Main Agreement Terms
• Terms of service
• TOS Appendix 1 – Definitions
• TOS Appendix 2 – Outsourcing authorisation

Main agreement terms

1. Introduction

1.1. Pagero provides an open network for business transactions so that Customers can connect and exchange documents with many businesses around the world.

1.2. This Agreement is entered into by and between the Customer and Pagero.

1.3. The capitalised terms in this Agreement shall have the meaning outlined in Appendix 1 of the TOS.

2. Agreement authorisation and acceptance

2.1. By signing a Proposal, placing an Online Order, accessing/using a Service and/or authorising or permitting any end-user to access/use a Service, the Customer agrees to be bound by this Agreement. If you do not have the authority to sign the Agreement, you must not sign the Agreement or otherwise use or authorise any use of the Services.

2.2. The Customer may upgrade or order additional Software Services via any User Account from within the logged-in environment in the Software Services by placing an Online Order.

2.3. This Agreement will not apply if the Customer and Pagero have executed a separately negotiated agreement for the Services.

3. Right to use the service

3.1. Subject to the Customer’s compliance with the terms and conditions of the Agreement as a condition to the licenses granted below, Pagero hereby grants the Customer a non-exclusive, non-transferable and non-sublicensable license to use the ordered Software Services solely within the Customer’s business during the Agreement Period. Pagero reserves all rights not expressly granted, except for any mandatory statutory rights under applicable local legislation.

3.2. During the Agreement Period, the Customer has the right to use the Software Services for the number of individual registered users specified in the Proposal or Online Order. If no such specification is made, the right to use the Software Services is limited to two individual users with basic access.

3.3. Unless excluded or upgraded, all User Accounts have the right to use Basic Features.

3.4. Software Services are provided as standard solutions but may be set up with a Customer’s ERP system or similar system via a Service Delivery project. Any such setup shall be owned by Pagero and will be deemed to be part of the Software Services for the purpose of this Agreement. Subject to the Customer’s compliance with the terms and conditions of the Agreement as a condition to the licenses granted below, Pagero hereby grants the Customer a non-exclusive, non-transferable and non-sublicensable license to use such setup solely within the Software Services and within the Customer’s business during the Agreement Period.

4. Service Delivery

4.1. A Service Delivery is a standardised professional service. Any modifications, additions or delays caused by the Customer may result in additional fees on a time & material basis.

4.2. If applicable, the Parties shall agree on a delivery date for when the Service Delivery shall be initiated. The delivery date may, under unique circumstances, be modified by Pagero by notification to the Customer.

4.3. Service Delivery may require deliverables or resources from the Customer, and the Customer shall have dedicated and (for the purpose) qualified resources available to ensure that delivery is not delayed. Should the Customer not adhere to these requirements or not follow the agreed time plan, Pagero has the right to put the project on hold with one (1) weeks’ notice. The Service Delivery will be re-planned with a new agreed delivery date once the Customer responds and confirms that the requested Customer resources or deliverables are available.

5. Professional Services

5.1. If applicable, the Parties shall agree on a delivery date when Pagero shall deliver the ordered Professional Services. The delivery date may, under unique circumstances, be modified by Pagero by notification to the Customer.

5.2. Delivery of Professional Services may require deliverables or resources from the Customer. The Customer shall have dedicated and (for the purpose) qualified resources available to ensure that delivery is not delayed. Should the Customer not adhere to these requirements or not follow the agreed time plan, Pagero has the right to put the project on hold with one (1) weeks’ notice. The delivery will be re-planned with a new agreed delivery date once the Customer responds and confirms that the requested Customer resources or deliverables are available.

5.3. The Professional Services shall be deemed finally delivered upon Pagero’s notice thereof.

5.4. Any requests for customisations or modifications to already ordered Professional Services or requests for new Professional Services shall be provided to Pagero by submitting a written change request. Pagero will endeavour to comply with such change requests. However, Pagero cannot guarantee the acceptance of such change requests. Pagero can also partially accept a change request. No later than ten (10) days after the receipt of a change request, Pagero shall give a written notice regarding the status of the change request, including, if possible, when Pagero may give any updated estimations regarding any changes in pricing and/or schedules etc. arising from the change request. Delays caused by the Customer or additions may result in additional fees on a time & material basis.

5.5. Pagero is an independent contractor, and nothing in this Agreement shall render it an employee, agent or partner of the Customer, and Pagero shall not hold itself out as such.

6. Payment and remuneration conditions

6.1. Unless otherwise have been agreed between the Parties, payment shall have been made no later than twenty (20) days after the invoice date.

6.2. All payments shall be paid in full, without deduction of taxes or other fees that may be imposed by any government, unless applicable local legislation prohibits such deductions. Any such taxes and fees are the responsibility of the Customer.

6.3. In the event of a delay in payment, Pagero shall be entitled to charge late-payment interest on any overdue amount from the due date until the date of payment, which will be at the rate determined by applicable late payment interest legislation or, if no such legislation exists, local best practice. For areas where late-payment interest may not be applied due to applicable mandatory legislation, including but not limited to the Gulf region, local legislation regarding late fees shall apply.

6.4. For the Software Services, the annual license fees will be invoiced in advance, however, not earlier than the Contract Start Date. Transaction fees will be invoiced monthly in arrears unless otherwise agreed in the Proposal.

6.5. Professional Services will be invoiced monthly either in advance or in arrears as determined by Pagero unless otherwise agreed in the Proposal.

6.6. Service Delivery will be invoiced in advance.

6.7. Should the exchange rate between the currency stated in the Proposal and EUR fluctuate above or below ten per cent (10%) to the rate of exchange on the date of signing such Proposal, Pagero has the right to adjust the purchase price under the Contract shall be adjusted to reflect the corresponding rate change. The rate of exchange for these purposes shall be the daily reference rate published by the European Central Bank;

6.8. The annual license fee and transaction fees may be adjusted once per calendar year, by 1.9 per cent, excluding the calendar year when the Agreement was first signed.

6.9. Pagero has the right to adjust existing fees relating to increased postage rates with one (1) month written notice.

7. Intellectual property rights and know-how

7.1. Pagero retains all sole and exclusive ownership of, and all rights, title, and interest in the Software Services, including but not limited to, all copyrights, trademarks, proprietary rights and any other intellectual property rights related to the Software Services and anything developed or modified by Pagero or its Affiliates and provided to, or accessed by, the Customer. Pagero represents and warrants that the Software Services will not infringe or constitute a misappropriation of any third party’s rights.

7.2. The Customer retains all ownership and intellectual property rights related to their software, content or Customer Data. The Customer hereby grants Pagero and its Affiliates a royalty-free, non-exclusive right and license to use intellectual property owned or held by the Customer required for the performance of the Agreement.

7.3. Pagero may use Corporate Metadata to enhance the Services and to extend the Trading Partner network.

7.4. Customer permits Pagero to use the Customer name or logotype to extend the Trading Partner Network, including communicating externally that the Customer is a part of Pagero Network.

7.5. After termination of the Agreement, the Customer undertakes to immediately remove and destroy all provided log-in details, documentation and similar materials belonging to Pagero and its Affiliates.

7.6. Subject to each of the conditions in clause 7.7 being met, each Party shall indemnify the other Party against any loss or damage suffered or incurred by the indemnified Party as a result of any claim by a third party that the Software Service or anything else supplied by either Party under this Agreement infringes the intellectual property rights of any third party (“Third Party Claim“).

7.7. In relation to each Third-Party Claim:

1. the indemnified Party must inform the indemnifying Party as soon as they become aware of a Third Party Claim and give the indemnifying Party as much information as they can in relation to it;
2. the indemnified Party must not make any admissions in relation to the Third Party Claim without obtaining the permission of the indemnifying Party first; and
3. if the indemnifying Party asks the indemnified Party to do so, the indemnified Party must let the indemnifying Party take over dealing with the Third Party Claim on behalf of the indemnified Party.

8. Confidentiality

8.1. Each Party undertakes during the Agreement Period and for five (5) years thereafter to not disclose any Confidential Information (as defined below) of the other Party without written consent from the other Party.

8.2. As used in this Agreement, “Confidential Information” means all non-public information received from the other Party which is marked or notified to the receiving Party as being confidential, together with any additional information which by its nature or the circumstances surrounding its disclosure would be considered to be of a confidential nature and in respect of Pagero, Confidential Information includes the Software Services and the documentation.

8.3. The receiving Party agrees that it shall keep all Confidential Information of the other Party strictly confidential and shall take all reasonable steps to safeguard the Confidential Information including, without limitation, those steps that it takes to protect its Confidential Information of a similar nature.

8.4. For the purpose of this Agreement, Confidential Information shall not include any information which:

1. is otherwise already lawfully known to the receiving Party or is publicly available at the time of disclosure;
2. becomes known to the general public after disclosure through no act of the receiving Party in breach of this Agreement;
3. is disclosed to the receiving Party by a third party who is not, to the knowledge of the receiving Party, in breach of an obligation of confidentiality;
4. was or is independently developed by the receiving Party and can be demonstrated to have been done so without the use of the Confidential Information disclosed by the disclosing Party; or
5. is disclosed pursuant to applicable law or court order, provided the receiving Party at the request and expense of the disclosing Party uses reasonable efforts to limit such disclosure to the extent requested.

8.5. The receiving Party shall not disclose or otherwise provide any Confidential Information to any third party without the prior written consent of the disclosing Party.

8.6. The receiving Party agrees to limit its internal disclosure of Confidential Information only to those of its employees, consultants and advisors who reasonably need access to it. Each Party shall be responsible to the other Party for any breach of this Agreement by its own employees, consultants or advisors. The receiving Party warrants that these persons are informed of the confidential nature of the Confidential Information and are subject to non-disclosure obligations no less restrictive than those under this Agreement.

8.7. Each Party acknowledges and agrees that a breach of the obligations of this section 8 is likely to cause irreparable harm to the other party and that monetary damages alone would be inadequate as a remedy for a breach of such obligations

8.8. Each Party acknowledges that the unauthorised access, transfer or disclosure of the Confidential Information or copies thereof will (i) substantially diminish the value to the other Party of its trade secrets and other proprietary interests that are the subject of this Agreement or any applicable, related agreement(s); (ii) render its remedy at law for such unauthorised access, disclosure or transfer inadequate, and (iii) cause irreparable injury in a short period. If either Party breaches any of its obligations concerning the access or confidentiality of the Confidential Information, the other Party and/or its authorised vendors, suppliers, or its affiliates or subsidiaries, shall be entitled to and from any court of competent jurisdiction equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief, as well as any other relief permitted by applicable law. Each Party agrees to waive any requirement that the other Party or its authorised vendors, suppliers, or affiliates or subsidiaries post bond as a condition for obtaining any such relief.

8.9. The Parties acknowledge that disclosure of Corporate Metadata or the Customer’s name/company details in order to (i) demonstrate screenings and due diligence of the Customer (ii) and to expand the Trading Partner network are requirements in order to use the Software Services and shall not be considered a breach of the confidentiality undertaking herein.

8.10. Pagero may disclose Customer Data or other Customer information to its Affiliates or, if the Software Services has been purchased by a Pagero Partner, to such Partner, provided that the Partner has corresponding confidentiality obligations towards Pagero.

8.11. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use its reasonable best efforts to advise the other Party prior to making the disclosure).

9. Compliance with laws, rules and regulations

9.1. Each Party shall at all times comply with all applicable laws, rules and regulations in connection with each Party’s performance and activities under this Agreement, including but not limited to:

1. laws concerning the furnishing of any documents or information required to comply with customs laws, rules and regulations, including required exportation or importation of documents,
2. laws concerning the filing of reports and documents with any tax authority and the payment of all taxes, duties and charges (and any penalties thereon) resulting from a Party’s activities in connection with this Agreement, including income and social security taxes,
3. any security laws and regulations,
4. any registration requirements,
5. any sanctions or export control law or regulation requiring Customer to notify Pagero of any restrictions in the processing of Customer Data, or
6. any local laws, rules and regulations further set out in country-specific appendices as per section 10 of TOS.

10. Force Majeure

10.1. If either Party is prevented from fulfilling its obligations under this Agreement due to circumstances which the Parties have no control over (e.g., including without limitation acts of terrorism, wars, riots or insurrection trade embargos, lightning strike, lockouts or other labour disturbances, fire, strike, communication or transport disruptions or natural disasters) that Party shall be released from its obligations under this Agreement until the circumstances that have given rise to its inability to fulfil its obligation is no longer applicable. If a Party is prevented from fulfilling its obligations for a period longer than thirty (30) calendar days due to any such circumstance mentioned above, the Party shall have the right to terminate the Agreement with immediate effect without being liable to pay compensation.

11. Limitation of Liability

11.1. If a Party does not fulfil its obligations under this Agreement, the other Party shall be entitled to claim damages.

11.2. Each Party must, to the greatest extent possible, mitigate its losses incurred under or in connection with the Agreement.

11.3. Neither Party will be liable for lost revenues or profits, loss of anticipated savings, loss of goodwill, downtime costs, business interruption, diminished business value nor for any indirect, exemplary, punitive, special, or consequential losses of any Party, including third parties, even if a Party has been advised of the possibility of such losses.

11.4. In any event, Pagero Group’s entire liability for any cause of action or non-action shall be limited, in the aggregate, to the value of all annual licence fees paid by the Customer to Pagero during the past twelve (12) months in respect of the Software Services, or if 12 months have not passed, a calculated 12-month period containing fees paid and expected fees payable.

11.5. This section 11 shall survive the expiration or termination of the Agreement.

12. Notices under this Agreement

12.1. Notice of termination or any other correspondence under this Agreement shall be made by an authorised representative of the Customer in writing by letter or e-mail to the contact details provided in the Proposal or as otherwise agreed in writing. Pagero may require additional information in order to correctly off-board the Customer.

13. Assignment of the Agreement

13.1. The Agreement cannot be transferred without written approval from the other Party. Notwithstanding the preceding, Pagero may assign its rights and obligations under this Agreement to its Affiliates and its right to receive payments under this Agreement to a third party.

14. Agreement Period

14.1. The Agreement will be in effect from acceptance of the Agreement as determined in accordance with section 2 and shall run from the Contract Start Date until the Contract End Date. If no Contract Start Date is set, it will be calculated from the date the Agreement was accepted. If no Contract End Date is set, it will be valid for a period of twelve (12) months calculated from the Contract Start Date.

14.2. Unless cancelled by either Party with written notice at least three (3) months before the expiry of the then-current Agreement Period, the Agreement will be extended for further consecutive periods of twelve (12) months each with effect from the Contract End Date and each twelve (12) month anniversary thereof.

15. Suspension of the Services

15.1. Subject to fourteen (14) days prior notification, Pagero may suspend the Customer’s access to the Services if:

1. the Customer does not fulfil its payment obligation in section 6.1 of MAT,
2. the Customer breaches clauses 2.1-2.2 in the TOS, or
3. the Customer commits any other material breach of the Agreement.

16. Termination of the Agreement

16.1. Either Party may terminate the Agreement with immediate effect upon written notice if:

1. the other Party materially breaches any provision of the Agreement and, if the breach is curable, fails to cure such breach within thirty (30) days, or
2. the other Party repeatedly or continuously fails to meet their obligations under the Agreement and does not at the other Party’s request remedy such failures within thirty (30) days, or
3. the other Party has provided incorrect or misleading information, or has concealed circumstances of importance, or
4. the other Party, or its representatives, are suspected of having committed a criminal offence in connection with the performance of the Agreement or usage of Software Services, or
5. the other Party is expected to become bankrupt, enter into corporate or composition proceedings, suspend payments or otherwise be deemed insolvent or have significant financial difficulties.

17. Effect of cancellation or termination of the Agreement

17.1. Upon cancellation or termination of this Agreement:

1. the Customer shall promptly cease use of Pagero’s Software Services, and Pagero has the right to suspend all further Customer access to Software Services,
2. all outstanding invoices immediately become due and payable by the Customer,
3. the Customer shall promptly return to Pagero and/or destroy all Pagero property, including, but not limited to, all copies of log-in details to the Software Services and any other proprietary and Confidential Information belonging to the Pagero Group delivered under the Agreement,
4. the Customer acknowledges that, unless prevented by law, all Customer Data will be deleted after ninety (90) days on an ongoing basis after termination of the Agreement, except for payment instructions which will be deleted after twenty-four (24) months on an ongoing basis, and
5. the Customer acknowledges that it is the Customer’s responsibility to store any Customer Data that the Customer wishes to keep before the termination of the Agreement. Pagero may, upon the Customer’s request and in return for the applicable remuneration, assist in such preservation work (Data Export).

18. Document hierarchy

18.1. This Agreement consists of the following documents, and in the event of a conflict between the provisions of these documents, they shall be given precedence in the order listed below:

• The Proposal,
• An Online Order
• The Terms of Service (TOS) and incorporated appendices,
• The Main Agreement Terms (MAT)
• The Data Processing Agreement (DPA) and incorporated appendices,
• The applicable Support Agreement
• The applicable Service Level Agreement (SLA),
• Other agreed appendices

19. Miscellaneous

19.1. Subject to sixty (60) days prior notification, the Customer acknowledges that the Agreement may change at Pagero’s discretion from time to time and agrees to follow the Agreement in effect at any given time. If the Customer does not agree to such changes, the Customer is entitled to terminate the Agreement. The Customer must notify Pagero thereof within (30) days from the receipt of such change notification.

19.2. Each provision of the Agreement is individually severable. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or any portion thereof, to be invalid, null or unenforceable, that provision or part shall be enforced to the maximum extent permissible so as to affect the original intent of the Parties, and the remainder of this Agreement shall continue in full force and effect.

19.3. The waiver of a breach of this Agreement or the failure of a Party to exercise any right under this Agreement shall in no event constitute a waiver as to any other breach, whether similar or dissimilar in nature, or prevent the exercise of any right under this Agreement.

19.4. This Agreement constitutes the entire agreement between the Parties concerning the subject matter herein and supersedes any and all existing agreements between the Parties on the subject matter hereof, whether written or oral, and all such prior agreements are hereby terminated by mutual consent by the Parties. For the avoidance of doubt, this section 19 shall not apply in circumstances where clause 2.3 is applicable.

19.5. Except as expressly set forth herein, neither Party makes nor shall be bound by any warranties, representations, covenants, conditions or agreements, express or implied.

20. Mediation

20.1. The Parties recognise that the amicable resolution of any disputes is in their mutual best interests. As such, the Parties agree to promptly notify the other Party of any dispute and to engage in good faith in consultations to resolve such disputes.

20.2. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall first be referred to mediation in accordance with the Mediation Rules of the Arbitration Institute of the Stockholm Chamber of Commerce, unless one of the Parties objects.

20.3. Should the Parties fail to reach such amicable resolution through negotiation or mediation, either Party may refer any dispute to be settled in accordance with section 21

21. Governing law and dispute resolution

21.1. Notwithstanding clauses 20.2 above and 21.2 below, Pagero reserves the right to bring legal action for unchallenged and due claims for payment in an application for summary payment with the Swedish Enforcement Authority or where applicable, any other national debt collection agency, or in an application for a summons filed with a public court.

21.2. Depending on the Pagero contracting entity, the following (i) governing law and dispute resolution and (ii) variations to the Agreement set out below, shall apply:

Terms of Service

1. Pagero's responsibilities

1.1. Pagero shall provide Software Services according to the Proposal or Online Order. Pagero shall provide the Services with the standards of care, skill and diligence as would reasonably be expected of a leading provider of services similar to the Services.

1.2. If nothing else has been agreed in a Proposal or by a Pagero Partner, Pagero shall provide the Software Services in accordance with the Service Level Agreement Basic and support for the Software Services in accordance with the Support Agreement Basic available at https://www.pagero.com/agreements.

1.3. Pagero reserves the right to undertake changes to the Software Services but shall inform the Customer without undue delay of any material changes to Software Services affecting the Customer.

1.4. Pagero shall offer updates, improvements or bug fixes for the Software Services during the Agreement Period and make these available to the Customer without any additional charge.

2. The Customer’s responsibilities

2.1. The Customer undertakes to:

1. ensure that the Customer’s users of the Software Services are informed of and comply with these TOS.
2. follow all reasonable instructions regarding the Service provided by Pagero,
3. ensure that the Customer Data passing through Software Services is free from any viruses or other similar harmful software that can have a negative effect on Pagero or its Software Services,
4. not use or attempt to use the Software Services with crawlers, robots, data mining or extraction tools other than those provided and/or approved in writing by Pagero.
5. use all reasonable efforts to prevent any unauthorised access to, or use of, the Software Services and, in the event of any such unauthorised access or use, promptly notify Pagero or its Affiliates.
6. keep the Customer software environment integrated with the Software Services according to the instructions provided by Pagero,
7. update and correct information regarding Customer and Customer’s account, and information that has been submitted through the Software Services to the information status level ‘Advanced’ at all times (outdated or wrong information may result in a user account being blocked or invalidated).
8. keep log-in credentials to the User Accounts safe and at all times use sufficient security protocols and procedures when the Software Services are used.
9. in cases where Pagero offers a service that the Customer installs on-premises in its own IT environment, be responsible for the installation and operation of the application.
10. to treat e-Documents that Customer receives in the Software Services as tax e-Invoices for tax purposes, where applicable.

2.2. The Customer undertakes not to:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software Services save as to the extent expressly permitted by law, in any form or media or by any means, or
2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software Services, or
3. access all or any part of the Software Services to build a product or service which competes with the Software Services, or
4. use the Software Services to provide services to third parties, unless otherwise explicitly agreed with Pagero, or
5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software Services available to any third party, or
6. attempt to obtain or assist third parties in obtaining unauthorised access to the Software Services.

3. Compliance

3.1. Pagero offers standard Software Services and may offer general advice regarding its proper use in order to inform the Customer of how to meet regulatory requirements. Pagero makes no representation or warranty as to whether the use of Software Services satisfies the applicable regulatory requirements for any specific e-Document in any particular country and hereby advises Customer to consult with Customer’s tax advisor on all such issues.

3.2. The Parties acknowledge that the following falls within the Customer’s realm of responsibility:

1. timely delivery of all e-Documents, including payment instructions,
2. that the content of the exchanged e-Documents is correct and complete and that the Customer has implemented and follows suitable business control processes,
3. that the e-Document fulfils legal and regulatory requirements, including but not limited to indirect tax, other applicable tax or requirements regarding self-invoicing (self-billing) and other indirect invoicing processes,
4. any tax-related consequence related consequences resulting from Customer’s use of the Software Services,
5. regarding payment instructions; activating the file approval service in the Software Services if the file is automatically processed (without approval in the bank interface) in the bank/clearinghouse.

3.3. The Customer agrees to inform Pagero of any changes in information pertaining to the Customer that might be relevant to the validity of these authorisations or the correct issuance of the Customer’s e-invoices under these authorisations.

3.4. In order for Pagero to perform some or all of its Software Services, Customer instructs Pagero to, when applicable:

1. issue the tax invoice in its proper format, as further authorised in Appendix 2,
2. integrate with external national mandatory e-messaging infrastructure, including where needed and allowed, creating user accounts in the name and on behalf of the Customer. In order to support the Customer, Pagero may also, if applicable, provide access credentials, certificates or other information as may be needed to support the registration of the Customer in the applicable mandatory infrastructures, send e-Documents using the Peppol standard, a technical framework governed by a legal framework. Pagero complies with the Peppol standard and is an authorised access point in the Peppol Network. A user may be blocked from the Peppol Network in case of fraud, spam or other criminal acts. More information about Peppol can be found at https://peppol.eu or https://www.peppol.org.

4. Contact

4.1. For any queries or complaints regarding the Services, the Customer may contact Pagero at https://support.pagero.com.

4.2. Pagero may send newsletters to e-mail addresses registered at User Accounts, to conduct product surveys, to advertise similar products or services offered by Pagero and for event invitations to the extent permissible under local legislation. Pagero is entitled to share such e-mail addresses with its Affiliates, who are allowed to use the data for the purposes described above, to the extent permitted by law. The recipient of such advertising can opt-out from receiving further marketing communication by a link visible in each e-mail or by contacting marketing@pagero.com.

5. Error management

5.1. Once detected, Pagero will notify the Customer of any failure in delivering an e-Document, regardless of the reason, by sending a notification in the Software Services or by e-mail if requested by Customer. Such notices will be sent as soon as Pagero has been made aware of such failure. After that, the Customer is responsible for taking appropriate actions.

5.2. The Customer shall, without undue delay, and at the latest within 72 hours of providing invoice data to Pagero, signal apparent errors in the e-Document or inform the Pagero if the Customer has not yet received its version of the original signed invoice issued in its name and/or on its behalf.

5.3. If the Customer has not notified Pagero as set out in 5.2 above, the Customer may not contest the valid issuance of the invoice. For the avoidance of doubt, it is up to the Customer to use other generally available means of correcting an invoice it deems necessary, such as issuing a credit note to the receiver of the incorrect invoice.

6. Third-party terms

6.1. The Customer acknowledges that Pagero’s Software Services may contain software (including open-source software) provided under third party agreements. Such software may require Pagero to provide a notice of acknowledgement of applicable license type and terms. Such notices can be obtained by visiting www.pagero.com/third-party-components.

7. Pagero archiving and backup

7.1. Customer eDocuments is visible for a Customer user during (ninety) 90 days within the Software Services, and removed after a hundred and twenty (120) days.  The Customer can order an additional archiving service, in which case the Customer Data will be available for a longer period than the above stated periods.

7.2. The Customer acknowledges that the Customer Data may be subject to laws, rules or regulations of storage and retention periods and that it is the sole responsibility of the Customer to determine the proper archive and retention period for the Customer Data.

8. Storage and data export

8.1. Customer Data from the last ninety (90) days will be available for export in the Software Services unless the Customer has ordered an additional Pagero archiving service. For the avoidance of doubt, all Customer Data is deleted on an ongoing basis, and that it is the sole responsibility of the Customer to store any Customer Data it wishes to keep.

8.2. The Customer may at any time export Customer Data from the Software Services. Pagero may, upon request, assist the Customer with providing such exports in accordance with current hourly fees.

9. Pagero Basic Features

9.1. All Customers have access to Pagero Basic Features as further detailed in www.pagero.com/basic-features. Some features may have costs associated with them if used. If Customer does not have another price stated in a Proposal or a Partner Agreement, the standard fees set out in the link above shall apply.

10. Country-specific requirements

10.1. In cases where the Customer is utilising Services within a jurisdiction where additional requirements may apply (including but not limited to several countries in Latin America, Italy and Kingdom of Saudi Arabia), the relevant appendices on www.pagero.com/agreements shall apply and be incorporated into these TOS.

11. Appendices

11.1. The following appendices are incorporated into the TOS and thus constitute an integral part of the TOS:

• Appendix 1 – Definitions
• Appendix 2 – Outsourcing authorisation
• (If applicable: Country-specific appendices as per clause 10.1)

TOS Appendix 1 – Definitions

MAT and TOS

In addition to the terms above, the following defined terms shall apply to the RCT:

In addition to the terms above, the following defined terms shall apply to the DPA:

TOS Appendix 2 – Outsourcing authorisation

1. Legal tax compliance

1.1. Pagero provides tax invoicing functionality in its Software Services. Such functionality includes the ability to generate legal evidence that Customer may need to make available to tax auditors or inspectors in certain countries, for example, to demonstrate the identity of the issuer of the invoice and the fact that no changes have been made to the invoice after its issuance and transmission.

1.2. This document contains authorisations for the outsourcing of invoice issuance to Pagero, Pagero Affilites or Pagero Sub-Contractors, including the application of e-signatures and validation of e-signatures (“Legal Outsourcing”). Moreover, this document contains authorisation for Pagero and Pagero Affilites to deliver e-Messages on the Customer’s behalf in cases where the Customer remains the legal issuer of the invoice (“Technical Outsourcing”). The Customer may need to make available to tax auditors or inspectors in certain countries a written and explicit authorisation of such outsourcing of invoice issuance. A written and explicit authorisation may also be considered good auditing practice in certain countries to demonstrate, i.e., complete audit trails and sufficient internal business controls. Hence, this outsourcing authorisation is created for the Customer’s benefit to meet eventual legal requirements or best practices regarding outsourcing of invoicing.

1.3. As described in 3.1 in the TOS, Pagero offers standard Software. Pagero makes no representation or warranty as to whether the content of this outsourcing authorisation appendix or the use of the Software Services satisfies the applicable legal requirements in any particular country and hereby advises Customer to consult with Customer’s tax adviser on all such issues.

2. Appointed Sub-Contractor

2.1. As specified herein, Pagero may appoint a sub-contractor (“Sub-Contractor”) for part of the authorisation services specified in this Appendix. Pagero has currently appointed the following sub-contractor(s):

1. TrustWeaver AB, company registered under number 556613-6262, is incorporated in Sweden with its registered office at Kungsgatan 27, SE-111 56 Stockholm, Sweden.
2. GoSocket Corporation S.A, a company incorporated in Costa Rica, having its registered offices at Plata Colonial Oficina 2-11A, San Rafael de Escazu, San Jose, Costa Rica and its subsidiaries in other countries.

3. Authorization for Legal Outsourcing

3.1. For Legal Outsourcing, the Customer hereby authorises:

1. Pagero, Pagero Affiliates and Pagero Sub-Contractors to receive the Customer’s invoice data, not yet constituting a tax invoice, and issue electronic invoices in the name of and/or on behalf of the Customer,
2. Pagero, Pagero Affiliates and Pagero Sub-Contractors to apply an electronic signature or seal to such an invoice where Pagero provides e-Invoicing functionality to the Customer, and
3. Pagero, Pagero Affiliates and Pagero Sub-Contractors to validate electronic signatures and seals verifications.

4. Authorization for Technical Outsourcing

4.1. Customer agrees that it is the issuer of the e-Message created when Technical Outsourcing is applied. For integrity and authenticity purposes, Pagero, Pagero Affiliates and Pagero Sub-Contractors are hereby authorised to apply an electronic signature or seal to such an e-Message. Customer shall apply its digital certificate based upon a public key certificate (and corresponding private signing key) issued to Customer by Pagero, Pagero Affiliates, Pagero Sub-Contractors or another authorised certification provider.

4.2. Customer acknowledges that it shall remain responsible for the timely renewal of such certificates.

4.3. In cases where electronic signing is mandatory, Pagero, Pagero Affiliates or its Sub-Contractor may:

1. when allowed, act on behalf of the relevant tax administration of the applicable country to perform e-Invoicing creation and validations processes,
2. perform, or allow performance of, additional mandatory processing of the e-Message, such as subsequently submitting the e-Message to one or more online services for electronic invoice clearance provided by or for local tax authorities.

5. Service specific requirements

5.1. The Customer acknowledges:

1. that the Customer’s e-Messages may include language specifying that e-Message issuance has been outsourced,
2. that Pagero, Pagero Affiliates and/or Pagero Sub-Contractors  will apply electronic signatures or seals with private keys corresponding to certificates issued by third-party certification service providers.
3. that the Customer (or Pagero as instructed by Customer) will apply invoice numbers to invoices before e-signatures are issued by Pagero, Pagero Affiliates or Pagero Sub-Contractors.