Allgemeine Geschäftsbedingungen für Anwendungsentwickler

1. General

ReceiptHero Oy has developed an open ReceiptHero ecosystem for receipts that enables the transmission of electronic receipts and thereto related services ("ReceiptHero Service"). The ReceiptHero Service can be utilised by merchants who produce receipts ("Merchants"), application developers who process receipts ("Application Developers") in relation to their applications ("Partner Applications"), business customers along with their representatives ("Business Customers"), as well as consumers who have reached the age of majority ("Consumers"). Business Customers and Consumers are also referred to hereinafter as "End Users". The Application Developer may request ReceiptHero to also process the electronic receipts of those Application Developer's customers who have no contractual relationship with ReceiptHero ("Application Developer's Customers").

A number of co-operation partners of ReceiptHero, such as point-of-sale or cash register providers, payment service providers, payment card schemes, or other trusted service providers operating within the payment networks (hereinafter jointly "Co-Operation Partners") also contribute to the provisioning of the ReceiptHero Service. Our Co-Operation Partners, Merchants and Partner Applications have been listed out at ReceiptHero's website (https://www.getreceipthero.com) and in the ReceiptHero Service. These terms and conditions define the terms according to which the ReceiptHero Service will be integrated as part of the Partner Application and under which the Application Developer may use the ReceiptHero Service in its business.

2. Agreement

These terms and conditions, together with any other agreement documents separately agreed by ReceiptHero and the Application Developer, form the entire agreement concerning the ReceiptHero Service between ReceiptHero and the Application Developer ("Agreement"). The Agreement is concluded when the Application Developer has approved the Agreement in writing. In case of conflicts between other agreement documents and these terms and conditions, the other agreement documents will prevail.

3. Integration, Relationships with End Users

The ReceiptHero Service is integrated with the Partner Application under a separate integration project ("Integration"). Integration is executed through interfaces provided by ReceiptHero and in accordance with ReceiptHero's requirements and specifications. The Application Developer performs the Integration at its own expense and in its desired schedule, unless otherwise agreed in the Agreement. The Application Developer keeps ReceiptHero aware of the progress of the Integration and answers ReceiptHero's questions about Integration without undue delay.

The Application Developer may begin to utilise the ReceiptHero Service when ReceiptHero has approved the Integration in writing. As a part of the Integration, the parties shall agree how contracts with end-customers are to be concluded. The end-customers may be End Users of ReceiptHero and also users of the Partner Applications.

Unless otherwise agreed, ReceiptHero and the Application Developer shall each conclude their respective agreements with the end-customers, and thus ReceiptHero and Application Developer will each act as the independent data controller for said end-customers. In such case, the Application Developer is obligated to include the latest versions of ReceiptHero's Terms and Conditions for End Users and ReceiptHero's Privacy Notice as part of the Partner Application, so that the end-customer who registers with, or otherwise activates or uses, the ReceiptHero Service through the Partner Application approves the above mentioned Terms and Conditions and confirms having read and understood the Privacy Notice. The execution of these features will be agreed in further detail in connection with the Integration.

If ReceiptHero does not conclude its own agreement with the end-customer, the Application Developer shall act as the sole data controller and be responsible for concluding all necessary agreements and/or obtaining the necessary consents from the Application Developer's Customers in a manner which allows ReceiptHero to act as the data processor as set out in these Terms and Conditions.

4. Use of Electronic Receipts and Transaction Data

ReceiptHero will transmit electronic receipts to the Partner Application in the manner agreed with the Application Developer. ReceiptHero only transmits to the Partner Application such electronic receipts that pertain to the Application Developer's Customers or End Users that have activated the Partner Application in the ReceiptHero Service.

The Application Developer acknowledges that Merchants, at their discretion and at any time, may prohibit the transmission of electronic receipts into certain Partner Applications. The fact that electronic receipts from a particular Merchant have previously been provided to the Partner Application is no guarantee that electronic receipts are also provided in the future.

The Application Developer may use the electronic receipts, and the data included therein, transmitted via the ReceiptHero Service only for the purpose(s) specified in the Agreement ("Permitted Purpose(s)"). Unless otherwise agreed, the Application Developer shall not:

1. share, disclose, resell, redistribute, lease, or sublicense the electronic receipts, or any information contained therein, to third parties (including on an aggregated level);
2. create derivative works from the electronic receipts, or the information contained therein;
3. use the electronic receipts, or the information contained therein, for targeting, reporting, product features, profiling, analysing customer behaviour patterns, categorizing, price comparisons, or other marketing;
4. use the electronic receipts, or the information contained therein, for any other purpose that, at ReceiptHero's discretion or interpretation, is unlawful or otherwise detrimental to the ReceiptHero Service; or
5. assign, sell, sublicense, lease, or otherwise transfer Application Developer's right to use the electronic receipts, or any information therein, to third parties.

To the extent the Application Developer is provided with payment transaction data from ReceiptHero's Co-Operation Partners for the purposes of the Integration, the related terms have been agreed under a separate appendix.

5. Principal Tasks of the Application Developer

The principal tasks of the Application Developer are:

1. to provide End Users and Application Developer's Customers with inspection and viewing services of electronic receipts, and other separately agreed value added services based on ReceiptHero Receipts;
2. to provide End Users and Application Developer's Customers with so called first level support services in case of faults or defects in the ReceiptHero Service;
3. to, for their own part, maintain the Integration, Partner Application and other operational environments or network connections that are necessary for the functioning of ReceiptHero Service; and
4. to, for their own part, strive to ensure that End Users and Application Developer's Customers do not misuse the ReceiptHero Service.

The Application Developer is also responsible for ensuring that its own staff, who are in contact with the ReceiptHero Service, are familiar with the basic features and operating principles of the ReceiptHero Service and are committed to confidentiality in the processing of data.

Upon request of ReceiptHero or a Business Customer, the Application Developer shall promptly prevent Business Customer's representatives, who are no longer employed by the Business Customer, from accessing the ReceiptHero Service in connection with the Partner Application.

In addition, the Application Developer shall, at the request of ReceiptHero or the End User, delete the data of End Users for which the deletion or termination of processing has been requested by the End User under data protection legislation (as defined below), and otherwise provide reasonable assistance in the fulfilment of other obligations arising from data protection legislation.

The Application Developer defines the exact content of the services offered by the Application Developer to End Users as well as the applicable terms and fees and is solely responsible for the production of the said services.

6. Maintenance, Faults and Support Services of ReceiptHero

ReceiptHero makes reasonable efforts to ensure that the ReceiptHero Service and its interfaces are available 24 hours per day every day of the year, excluding the development and service windows of which ReceiptHero endeavours to communicate well in advance.

In case of a fault or a defect, the Application Developer must notify ReceiptHero without delay. The Application Developer must also provide End Users and Application Developer's Customers so called first level support in case of faults or defects.

ReceiptHero delivers the Application Developer with the necessary instructions and materials for the provision of first level support services. The Application Developer may escalate a support request to ReceiptHero for so called second level support if the support request cannot be solved with the help of the instructions and materials provided by ReceiptHero.

7. Modifications

ReceiptHero may develop and modify the ReceiptHero Service. ReceiptHero has the right to modify these Terms and Conditions by informing of this for at least 90 days in advance. If the Application Developer uses the ReceiptHero Service thereafter, such use is considered to be an acceptance of the updated Terms and Conditions. The modifications of other agreement documents must be separately agreed in writing in order for them to be valid.

If ReceiptHero Terms and Conditions for End Users as well as the ReceiptHero Privacy Policy have been made available in connection with the Partner Application for the purposes of End Users' activation or use of the ReceiptHero Service, and ReceiptHero notifies the Application Developer of modifications to the same, the Application Developer shall replace the old Terms and Conditions and Privacy Policy with the new ReceiptHero Terms and Conditions for End Users as well as the ReceiptHero Privacy Policy.

8. Marketing and References

After the Integration is completed, the Application Developer informs its customers of the implementation of the ReceiptHero Service.

During the term of the Agreement, the Application Developer has the right to use trademarks referring to the ReceiptHero Service in accordance with good business practices.

ReceiptHero has the right to use the Application Developer's name or logo as well as the parties' co-operation, based on this Agreement, as a reference in accordance with good business practices.

9. Charges and Expenses

The fees charged by ReceiptHero from the Application Developer are specified in the Agreement. Both parties are responsible for their own expenses related to this Agreement and its execution (including expenses relating to the devices, software or network connections required for the use of ReceiptHero), unless otherwise agreed in writing.

10. Data Protection

Data Protection Legislation shall mean applicable legislation and regulations relating to the processing of personal data including, the Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ('GDPR') and any guidance or statutory codes of practice issued by any relevant supervisory authority as amended or updated from time to time.

Data protection related terms such as controller, processor, and personal data shall bear the meaning given to them in the GDPR.

ReceiptHero complies with data protection legislation in force in Finland. To the extent end-customers of the Application Developer conclude separate agreements with ReceiptHero, ReceiptHero processes their personal data in accordance with its Terms and Conditions for End Users as the controller. To the extent the Application Developer acts as an independent controller towards End Users, it shall be responsible to process personal data in accordance with this Agreement and the data protection legislation.

Unless otherwise agreed between ReceiptHero and the Application Developer, the following shall apply when the Application Developer acts as the sole controller and ReceiptHero as the processor of personal data relating to the Application Developer's Customers:

11. Data Security

ReceiptHero implements standard security policies, such as encryption or hashing of transmitted data and limited backups. ReceiptHero has the right to temporarily disable access to the ReceiptHero Service, if (i) the Application Developer, or the devices or software used by the Application Developer, potentially endanger the data security of the ReceiptHero Service or third parties, or if (ii) a serious information security threat is directed at the ReceiptHero Service.

The Application Developer shall, within 24 hours of becoming aware of, notify ReceiptHero of any complaint or request made by a data subject, a regulator or any other person requesting access to any data within the scope of this Agreement, including but not limited to personal data. The Application Developer shall, within 24 hours of becoming aware of, notify ReceiptHero of any breach of data within the scope of this Agreement, including but not limited to personal data.

The notifications meant above shall be made to support@receipthero.io.

12. Intellectual Property Rights

ReceiptHero or its licensors own all intellectual property rights to ReceiptHero (including copyright, databases, trademarks, design rights, patents, utility models, domain names and the applications for such).

The Application Developer may utilise the ReceiptHero Service only in accordance with the Agreement and for the term of the Agreement. The Application Developer acknowledges and agrees that ReceiptHero Service and its background software contain ReceiptHero's and third parties' business secrets, such as the source code of the software, the specific design of the software components, structural formula and logics, programming techniques and related documents. Copying, dismantling, inspecting or reverse engineering of the ReceiptHero Service or its background software is prohibited. The Application Developer agrees not to use any open-source code components that could impose obligations to disclose of the source code of the ReceiptHero's Service's background software.

In case a third party claims that the ReceiptHero Service infringes its intellectual property rights, ReceiptHero has the right to (i) acquire the necessary licences in order to continue the provision of ReceiptHero, (ii) modify the ReceiptHero Service in order to eliminate the infringement, or (iii) terminate the Agreement with immediate effect. ReceiptHero does not have any other responsibilities or obligations in such situations.

13. Confidentiality

The parties agree to keep confidential any material and information received from the other party, which have been marked as confidential or have to be understood to be confidential, including such material originating from the Co-operation Partners of ReceiptHero ("Confidential Information").

Information that (i) is generally available or otherwise public, (ii) was received from a third party without a confidentiality obligation, (iii) was in the possession of the receiving party, with no confidentiality obligation applicable, before receiving it from the other party, or (iv) which the other party has independently developed without utilising the other party's Confidential Information, is not deemed to be Confidential Information.

The parties agree not to use Confidential Information for any other purposes than those specified in the Agreement and for those only for the term of the Agreement. The parties shall use the same care and protection in respect of Confidential Information as employed in respect of their own information of a similar nature, however, in no event less than a reasonable degree of care.

Parties shall further establish and maintain safeguards against the unauthorised access, destruction, loss, or alteration of Confidential Information. Each party shall promptly notify the other of any breach or potential breach of security relating to the Confidential Information and investigate and remediate the effects of such breach or potential breach. After the Agreement has expired, the parties must return any Confidential Information received from the other party without delay or verifiably destroy them.

Parties shall ensure that their employees will comply with the confidentiality obligations under this Section 13. The obligations defined in this Section 13 will be in force for the term of the Agreement and in any case for the duration of three (3) years from the disclosure of the Confidential Information, even if the Agreement was to expire earlier. This section does not limit a party's statutory responsibilities relating to business or trade secrets.

Notwithstanding this Section 13, a party has the right to use the data collected via the use of the ReceiptHero Service in its own business operations and disclose to third parties or otherwise publish the said data, provided that the data is anonymised or otherwise used in a form that does not endanger the protection of a party's Confidential Information.

However, section 10 (Data Protection) will always be applied to End Users' purchase and personal data.

14. No Warranties, Limitations of Liability

The Application Developer utilises the ReceiptHero Service at its own risk. To the extent permitted by compelling legislation, the ReceiptHero Service is offered "as is" without any warranties regarding its availability, usability, accuracy, or applicability for certain purposes. ReceiptHero is not liable for direct or indirect damages, such as loss of data or its recreation, loss of profit or interest, decrease of revenue, harm to reputation, cover purchases, third party injuries or other unforeseeable damages.

15. Term of Agreement

The Agreement is in force until further notice or for the duration specified in the Agreement. Both parties have the right to terminate a non-fixed term Agreement for convenience with a six months' notice period. The terms of the Agreement shall be complied with during the notice period.

Both parties have the right to terminate the Agreement for cause with immediate effect, if (i) the other party has materially breached the Agreement and it has not corrected its behaviour within 14 days after receiving the other party's written notification of a contract breach, or if (ii) the other party goes bankrupt, is placed in corporate debt reorganisation, or otherwise becomes unable to meet its responsibilities under the Agreement.

When the Agreement has ended, the End Users' electronic receipts and other purchase and personal data must be destroyed in accordance with ReceiptHero's Privacy Notice, unless compelling legislation or the consent given by the End User to the Application Developer provide otherwise.

16. Force Majeure

A party is not responsible for delay or damage that is due to an obstacle outside of the influence of a party, and which a party could not reasonably have been expected to take into consideration at the time of entering into the Agreement, and the consequences of which the party could not reasonably prevent or overcome, and due to which the fulfilment of the party's obligations or responsibilities becomes unreasonably difficult or impossible ("Force majeure").

A Force majeure is, for example, war, demonstration, labour dispute, strike, industrial action, fire, natural disaster, communications disruption, or another similar event. A party has a right to terminate this Agreement with immediate effect if a Force majeure has had an impact or will have an impact to the fulfilment of the Agreement for at least 30 days.

17. Other Terms

Applicable law and dispute resolution

Laws of Finland shall be applied to the Agreement. Disputes arising from or in connection with the Agreement will be first and foremost solved by negotiations between the parties. If no satisfactory conclusion for both parties is reached within 60 days of the commencement of the negotiations, the matter shall be solved in Finland, at the District Court of Pirkanmaa as a first instance.

Transfer of the Agreement, subcontracting

A party has the right to assign the Agreement, in whole or in part, to a third party to whom the business activities described in the Agreement are transferred to, or to a company belonging in the same group of companies. In other situations, the assignment requires the other party's consent. A party has a right to use subcontractors in fulfilling this Agreement. A party is responsible for the actions of its subcontractors as for its own.

Partial invalidity

If any provision of this Agreement is later found to be void or invalid by a final judgment of a competent court of law or by another authority, such invalidity will not invalidate the entire Agreement, but the Agreement remains in force in all other respects. The parties agree that a void or invalid term will be replaced by a corresponding term agreed by both parties and the purpose of such a term shall be as equivalent as possible to the economic objectives of the void or invalid term.

Audits

The Application Developer shall allow ReceiptHero or its Co-operation Partners to conduct audits of the Application Developer's facilities, systems, procedure, practices, operations, books and records relating to the Application Developer's obligations and activities under this Agreement to determine the Application Developer's compliance with this Agreement, including, without limitation, with respect to the Application Developer's confidentiality and security obligations under this Agreement, compliance with applicable laws. Such audit will occur during normal business hours of the Application Developer.

Insurance

The Application Developer shall procure and maintain, at its own cost, during the Agreement and one (1) year thereafter insurance policies that are appropriate and sufficient to cover the Application Developer's liabilities under the Agreement.