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Terms of Service

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Parties

Acuminor AB, a company registered in Sweden under company registration number 559151-7056 (Acuminor) and you as a customer (“Company”).

General

This Agreement (“Agreement”) cover your use and access to Acuminor’s 1) products, 2) cloud services and 3) websites (together referred to as “Solution”). The Acuminor Privacy Policy explains how Acuminor collects and uses your information. By using Acuminor’s Solution, the Company agrees to be bound by this Agreement, and Acuminor’s Privacy Policy.

Solution and Price

Acuminor provides its Solution for companies and government bodies in the field of prevention of money laundering, financing of terrorism and the prevention of violations of international sanctions. The Solution contains one or several modules. The modules relevant for this Agreement is stated in the Order Form.

Your Order Form is the Acuminor-approved form created following your purchase of one of our products or services through our online payment process or via in-app purchase. It contains all of the details about your purchase, including your subscription term, products and services purchased and your fees.

In the provision of the Solution, Acuminor shall:

  1. comply with the service descriptions set out in Order Form(s)
  2. meet the agreed service levels
  3. comply with the other requirements set out elsewhere in this Agreement
  4. comply with any other requirements agreed when the Solution is ordered;
  5. provide the Solution and any associated services in a professional manner in accordance with what can be expected in the industry and always in accordance with all applicable laws and regulations.

 Acuminor represents and warrants to the Company that Acuminor intellectual property constitutes all the intellectual property rights necessary to provide the Solution to the Company, and that Acuminor intellectual property will not infringe upon or violate any patent or copyright, misappropriate any trade secret, or violate any third party's other intellectual property right.

 Acuminor shall indemnify, defend and hold harmless the Company, its Affiliates (which means any other entity that controls, is controlled by, or under common control with the Company. For the purposes of this definition, the term “control” means the direct or indirect power to direct the affairs of the other entity through at least 50% of the shares, voting rights, participation, or economic interest in this entity) and their respective officers, directors, and employees (collectively, the Company Indemnified Parties) from and against (a) any and all claims, suits, actions, proceedings, or allegations brought against the Company Indemnified Parties by a third party that any of Acuminor’s intellectual property rights is invalid or infringes, misappropriates, or otherwise violates the intellectual property rights of a third party; or (b) any and all losses arising out of any inaccuracy of the representation or breach of the intellectual property warranty.

 Modules

The Solution contains platform modules and intelligence (content) modules. Acuminor guarantees that the Intelligence is regularly updated with content from reliable sources.

For the duration of the Agreement, Acuminor hereby grants the Company a non-exclusive, worldwide, royalty-free, non-transferable right (license) to access and use the Solution (including to receive, download, store, copy and create derivative works of any information in the Solution) in accordance with this Agreement.

 The Company agrees not to reverse engineer or decompile the Solution, attempt to do so, or assist anyone in doing so. The Company also agrees not to make the Solution or any results derived from the Solution or its derivates available to any third party. This does however not prevent the Company from using information directly from the Sources, for any purpose. For the avoidance of doubt, employees or consultants at the Company are not to be considered as third parties, as long as they use the Solution for Company purposes. The Company is also permitted to share results derived by the Solution with regulatory authorities and auditors if necessary.

 Any analysis provided by Acuminor is the sole intellectual property of Acuminor, even after the termination of this Agreement. The Company is free to use any reports downloaded from the Solution for the Company internal use even after the termination of this Agreement.

Price

The Company will pay Acuminor for the License Period and setup of the Solution as stated in the Order Form(s). Technical support for the Solution is included in the price.

 The license fee may be adjusted before a new License Period, if so, the new price will be announced three (3) months before the automatic License renewal.

 Acuminor can invoice the annual fee to the Company when this Agreement has been signed. The invoice shall be paid within 30 days of receipt of a correct invoice. I the Company fails to pay the invoice in time, Acuminor has the right to charge late payment interest equivalent to Swedish reference rate +8%.

Data storage and Privacy

 Risk Assessment Pro: Risk Assessment Pro is delivered as a managed cloud service. It requires internal data such as aggregated customer information (for example number of customers with link to country X), transactions (for example number of transactions to country X) and control environment (existing safeguards such as KYC, training etc.). No personal information about Company customers is processed in the Solution. The Company will however need to provide us with some data in order to use the product. The data that the Company provides are personal information (name, function and contact details) of certain key personnel required to use the Solution (“Users”). Acuminor also collects and uses personal data of Company staff for legitimate business needs (for example to provide support and maintain and develop the business relationship). For more information on the lawful bases for processing Company staff personal data, please see Acuminor’s Privacy Policy.

 Acuminor is allowed to use anonymised data regarding the Company’s use of the Solution to improve the Solution, analyse trends and create statistics. Acuminor never process data about the Company’s customers nor their personal details.

 By using Acuminor’s Solution, the Company grants Acuminor and its affiliates the right to store and use the Company’s data as necessary to fulfill their obligations under this Agreement. Acuminor agrees to process and store all Solution data in accordance with the Privacy Policy.

 Acuminor will not share any data processed under this Agreement with any other parties than stated in this Agreement, if not obligated to do so by applicable law or by court order. If there is a requirement to share data under applicable law or by court order Acuminor will always inform the Company of such a request or requirement before sharing any data.

 Internal Findings

“Internal Findings” is a feature in the Solution that allows the Company to document methods for money laundering, terrorist financing and sanction violations identified in its company or elsewhere and share it internally with other Users of Acuminor’s Solution.

 It is not allowed to write any personal information (customer name etc.) in the internal findings section mentioned above. Doing so may result in termination of the Solution.

 For the avoidance of doubt, each party is responsible for the personal data it collects or otherwise processes on its own and undertakes only to process personal data in accordance with the applicable Data Protection Regulation (EU Directive 95/46/EC and the regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, repealing Directive 95/46/EC) ("GDPR") provisions.

Information Security

Acuminor takes information security very seriously and commits to following Acuminor’s Information Security Policy and to ensure the proper protection the Company’s information.

Acuminor undertakes to ensure technical functions and that there are administrative procedures to ensure; access controls; that activities in the IT system and changes to the IT system are traceable; system integrity; the integrity of information; and that the system’s operation can be recovered following an interruption.

Acuminor undertakes to notify the Company of incidents that have affected, or may affect, Acuminor’s ability to effectively provide the Solution as well as incidents that triggers the contingency plan (as mentioned below). Acuminor undertakes to ensure that it at all times exits a contingency plan for recovery of the Solution due to unforeseen incidents, and to periodic testing of backup routines. Acuminor furthermore undertakes to ensure that it has documented periodic tests for backup routines. In case the Company would classify the Solution as outsourcing (in according with the at the time applicable rules) Acuminor will agree to sign an addendum covering the additional requirements trigged by such a classification.

Acuminor undertakes to ensure that it has relevant and appropriate routines in place in relation to the physical security, protection of data communications and operations, traceability in IT systems, separating the production environment for IT systems from testing and development environments, control of access to information, security requirements for IT systems at the time of purchase, development, maintenance and decommissioning, reporting and managing incidents related to information security, and regular controls of the undertaking’s IT system in relation to the protection level for information.

Terms and Termination

The Agreement starts on the Effective Date (same as date of approving the Terms and Conditions) and remains valid for one (1) year. The Agreement will be automatically renewed by one (1) year If the Company does not terminate the Agreement two (2) months before the end of the License Period. If the Company chooses to terminate, the Company will cease to have access to the Solution. The Company is entitled to save any material, data, information or similar that has been accessed prior to termination. The Company is not allowed to share such saved information with any third parties, with exception of regulatory authorities, auditors and law enforcement Financial Intelligence Units as part of suspicious activity reporting.

 A party may terminate this Agreement with immediate effect by giving notice of such termination to the other party in the event of:

  1. material breach by the other party;
  2. the insolvency, liquidation or bankruptcy of a party.

Further Acuminor reserves the right to suspend or terminate access to the Solution with reasonable, no less than 30 days, notice to the Company if: the Company is using the Solution in a manner that would cause a real risk of substantial harm or loss to Acuminor or other users and is in violation of the Agreement

 If Acuminor considers suspending or terminating access Acuminor will provide the Company with reasonable advance notice via the email address associated with the Company’s business account to remedy the activity that prompted us to contact the Company and give the Company the opportunity to take steps accordingly. If after such notice the Company fail to cure the breach or remedy the activity Acuminor is entitled to terminate or suspend the access to the Solution.

In case of termination under this clause, the Company will not be eligible for a reimbursement.

Discontinuation of Solution

Acuminor is entitled to discontinue the Solution to comply with a legal requirement. If Acuminor do so, Acuminor will give the Company reasonable prior notice. If this occurs, the Company is eligible for a reimbursement for any remaining license period.

 Confidentiality

“Confidential information” refers to any data or information relating to either Party (the Company or Acuminor), whether business or personal, which would reasonably be considered to be private or proprietary to either Party and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the either Party.

 Confidential Information does not include any information that:

  1. is or becomes generally available to the public other than as a result of its unauthorized disclosure by the Party receiving it in connection with this agreement (or its representatives);
  2. was, is or becomes available to the Party to this agreement receiving it, on a non-confidential basis, from a person who, to such recipient’s knowledge, is not bound by a confidentiality obligation with respect to that information;
  3. was lawfully in the recipient’s possession before disclosed to it in connection with this agreement; or
  4. the parties agree in writing that the information is not confidential and may be disclosed

Each Party undertakes that it shall not at any time disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which they have obtained relating to the other Party, except as permitted by this Agreement.

Each Party may disclose the other Party's confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement.

Each Party shall procure that its employees, officers, representatives or advisers to whom it discloses the other Party's confidential information comply with the confidentiality clauses in this agreement and, as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither Party shall use any other Party's confidential information for any purpose other than to perform its obligations or exercise its rights under this Agreement.

Insurances
Acuminor shall (at its sole expense) procure, maintain and keep in full force and effect throughout the term of this Agreement, a liability insurance from a reputed insurance provider with a satisfactory amount of coverage with regard to the nature and scope of the engagement. Such insurance coverage may only have such limits and terms that are reasonably satisfactory to the Company. Acuminor's insurance shall also include any Sub-contractors.

Notices
Any notice to be given under this agreement must be in writing using the e-mail address provided by the Party.
A notice sent according to above will be deemed to have been received by the other party at the time of completion of transmission by the sender (provided, however, that the e-mail was not sent back with an error message the same day).

Limitation of Liability
Acuminor is only to be seen as a provider of information and cannot be held responsible for any damage that occurs because of any action or lack of action that is taken by the Company based on the data provided by Acuminor. Either party's liability for each incident under this Agreement is limited to two (2) times the amount paid for the solution the year the damage occurs.

The limitation of liability does not apply in cases of: 

  1. breach of confidentiality
  2. breach of personal data provisions
  3. intellectual property right claims
  4. third party claims
  5. material breaches

Waiver, Severability & Assignment
Acuminor’s or the Company’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. Either party may assign its rights to any of its affiliates or subsidiaries within the EU/EES.

Modifications, Notice of Change and Transfer of Agreement
The terms of this Agreement may be amended, modified, or updated by Acuminor at its sole discretion. Any such changes shall become effective no earlier than thirty (30) days after written notice has been provided to the other party. If the other party does not object to the proposed changes in writing within the thirty (30) day notice period, such changes shall be deemed accepted and incorporated into this Agreement.

Acuminor may transfer all rights and obligations under this Agreement to another company (“Acquiring Party”) for any reason. In such case, the Acquiring Party will replace Acuminor as a party to this Agreement and will have the same contractual rights and obligations that previously existed between Acuminor and the Company. Acuminor will notify the Company of such transfer before it takes effect.

Copyright and trademark
Acuminor is a registered trademark in the EU and the U.S. ThreatView is a registered trademark in the EU. The Solution is protected by copyright, trademark, and other EU and foreign laws. This Agreement don’t grant the Company any right, title to, or interest in the Solution, Acuminor trademarks, logos or other brand features. This Agreement don’t grant Acuminor any right, title to, or interest in the the Company trademarks, logos or other brand features.

One party shall not use the other party's name, logo or trademark or any other designation, and neither party shall make any public announcement concerning this agreement or the engagement; without first having obtained the other party's consent thereto. 

Applicable laws and forum
This Agreement is subject to Swedish law. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall to the exclusion of any other forum be settled by the Stockholm District Court (Stockholms Tingsrätt) as first instance. The language to be used in the arbitral proceedings shall be Swedish.

Entire Agreement
This Agreement constitute the entire agreement between the Company and Acuminor with respect to the subject matter of this Agreement and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. This Agreement create no third-party beneficiary rights.

The Company are responsible for all applicable taxes related to your Solution under this Agreement, and Acuminor will charge tax when required to do so.

The scope of this Agreement detailed in the Order Form(s).

By accepting the Order Form, each Party agrees that this Agreement is deemed to have been electronically executed by duly authorised representatives of the respective Parties.