Terms of Service and Data Processor Agreement

1. The Agreement and the Parties

The Customer has entered into an agreement with Capassa by ordering the Capassa Digital CFO™ financial system. Capassa Digital CFO™ is a complete cloud-based system aggregating information from accounting systems and different financial system giving overview an control. The Customer can fit together a subscription based on how many users the Customer wants and which services the Customer wants to utilize. The Agreement gives the Customer both a simple and flexible right of use for Capassa Digital CFO™.
Capassa Digital CFO™ is designed to be an intuitive and simple financial system. The Terms of Service govern the terms between the Customer as a business and Capassa.

2. Trial period

The Customer is granted the right to a 30-day free trial period upon initial establishment so the Customer can test Capassa Digital CFO™. Some features will not be available during the trial period, such as submitting a message to Altinn. At any time during the trial period, the Customer may choose to activate one or more subscriptions without incurring charges during the first 30 days after the start of the trial. If the subscription is not activated after completion of the trial period, the relationship is considered terminated and Capassa is not responsible for any stored documents, files or other items that the Customer has uploaded or generated in the Financial System, and Capassa can immediately delete Customer Data.

3. Prices and payment

The Customer pays a fixed monthly amount for the selected services according to the current price list, as well as the unit price for specified services. The Customer is responsible for paying all government taxes. The Customer pays no arrangement costs upon entering into the Agreement. The Customer shall be notified in writing of price list changes with at least one month’s notice. Capassa will charge credit cards or use another payment method chosen by the Customer. The amount is automatically deducted on the 1st of each month.

4. Establishment of access

When first establishing access, a user with administrator privileges acting on behalf of the Customer is created, hereinafter the Administrator. The Customer is responsible for the Administrator having the necessary authority to bind the Customer.
The Administrator selects which subscriptions to which the customer wishes to subscribe. The Administrator then creates personal user access accounts for those Customer Users who are to use Capassa Digital CFO™. As part of establishment, the Administrator will provide information that is required for use of Capassa Digital CFO™, including payment information, contact information, the roles and responsibilities of Customer Users and affiliated companies, etc.
Some functionalities may require the Customer enter into service agreements and/or information exchange agreements with third parties, such as banks. Some features of Capassa Digital CFO™ may not be available if the Customer does not consent to this type of information exchange. The Customer may be charged third party costs for these additional services. Separate agreements for these services will be available through Capassa Digital CFO™ or third parties.
Customer user access is personal and cannot be handed over to others. Username and password information is to be stored safely. Capassa will register and store personal data about the users to the extent necessary to fulfil the Agreement.

5. Customer Data and Use of Capassa Digital CFO™

5.1 Right of ownership and right of disposal

Capassa has no right of ownership over Customer Data.
If the Customer is a End Customer, the ownership and disposition rights to records are regulated on the basis of the Partner Agreement between the Capassa Partner and the End Customer. The End Customer has the right of ownership to their own financial records through the Norwegian Generally Accepted Financial Principles (GRFS) and Standard Delivery Terms for Financial Assignments (SLR) prepared by Financial Norway. The End Customer also has the right of ownership to financial records that the accountant has prepared for the customer. Questions related to the Partner Agreement fall under the relationship between the End Customer and the Partner, and Capassa will not be involved in their relationship as a starting point.
Capassa has the right of disposal over Customer Data to the extent necessary to safeguard the Contractor’s obligations to the Customer and fulfil this Agreement.

5.2 Customer’s use of Capassa Digital CFO™

The Customer is responsible for ensuring that all Data the Customer registers is accurate and up to date, and that the documentation uploaded to Capassa Digital CFO™ is genuine, accurate and of a quality that the documentation can be read by the Financial System. The Customer is responsible for checking the documentation and the results generated through Capassa’s products and/or services. Any use of Capassa Digital CFO™ that breaks the law will be considered a breach of the Agreement. When the Customer or Customer Users upload data about other persons, the Customer and/or User confirms that he is authorized to provide this data.

6. Technical performance

6.1 Login, uptime and support

Capassa Digital CFO™ is made available to the Customer through a browser logged into with a username and password. Parts of Capassa Digital CFO™ are also available through an App. There is no limit on how many different devices the Customer can use to access Capassa Digital CFO™. However, some computers and hand-held devices, as well as some browsers, may have limitations that may prevent Capassa Digital CFO™ from functioning optimally.
Capassa Digital CFO™ is a cloud-based service, and the Customer is aware that service interruptions may occur. Capassa is committed to delivering a level of performance with uptime and functionality that corresponds to ordinary god quality. The Customer is responsible for having sufficient internet capacity and speed, as well as compatible user equipment for Capassa Digital CFO™ to function optimally.
The Customer has access to Capassa technical support if the Customer’s Capassa Partner cannot assist them.

6.2 Automatic posting of vouchers

Capassa Digital CFO™ performs an overall sorting of all vouchers submitted and provides the client with posting based on BigData technology. However, the customer is responsible for checking and ensuring that vouchers are processed correctly.

6.3 Service/maintenance

Capassa is continuously working on further developing its services in order to improve its products and to meet Customer requirements for functionality and ease of use. The Customer understands that this may change the requirements for Customer software and hardware, and that routines regarding updates may change. If a new software version requires the upgrade of equipment, Capassa shall, as far as possible, provide full information about this when the new version becomes available.
Capassa can make changes and updates to Capassa Digital CFO™. Updates may result in reduced functionality and/or limited access to Capassa Digital CFO™. Capassa shall, as far as possible, make changes and updates at times with the least possible burden on the Customer. Work scheduled outside these times shall only be undertaken to the extent necessary and notice will sent by e-mail or through Capassa Digital CFO™.

7. Storage, use and Data availability

7.1 Customer’s obligation to store financial records

Capassa will safely store all Customer Data as long as the Agreement is in force, including financial records uploaded and processed in Capassa Digital CFO™ in accordance with applicable regulations. The Customer is required to keep Financial Records in accordance with the Bookkeeping Act. Capassa can store Customer Data for long as the Bookkeeping Act requires storage by the Customer or End User.

Capassa has agreements with subcontractors that ensure storage with the ordinary level of security and service quality. Capassa has no responsibility that Customer Data is of the quality and scope that complies with statutory duties for storing financial records.

If the Customer wishes to terminate their Capassa Digital CFO™ subscription, but wishes to continue storing their financial records at Capassa, the Customer can enter into a separate records storage agreement. Prices for records storage are included in the current price list. Records storage services involve the Customer maintaining read access, but editing capabilities are removed.

7.2 IT and privacy security

The Parties shall take appropriate technical and organizational safety measures as far as deemed appropriate and necessary for the use of the Financial System and the processing of personal data. The Customer can contact Capassa with questions about how Capassa fulfils its IT and privacy requirements. For general information about how Capassa processes and stores personal data, reference is made to Capassa’s privacy notice and information on the web page:  https://www.capassa.com/privacy-policy/

If the Parties discover privacy violations during their planned review of privacy security or otherwise, the Parties shall notify the other Party without undue delay. If a breach of privacy security is discovered, the Customer is responsible for notifying the Data Inspectorate and the data subject(s) if such notification is required pursuant to the Personal Data Act. Capassa can assume responsibility for sending the obligatory notice if explicitly agreed between the parties in the specific case.

In order to meet Capassa Digital CFO™’s IT & privacy security requirements, Capassa makes strict demands and recommendations regarding the use of Capassa Digital CFO™, connecting devices or the like.  However, this does not take away from the Customer’s own responsibility for ensuring adequate IT and privacy security.

7.3 Capassa processing of Customer’s personal data

Customer Data uploaded or generated in Capassa Digital CFO™ may contain personal data. Capassa processing of personal data on behalf of the Customer is for the purpose of fulfilling the agreement and Capassa’s obligations thereupon with the Customer. Under this, Capassa will be able to process personal data by storing Customer Data, generating reports based on Customer Data, or by fulfilling other contractual obligations with the Customer as provided in the Terms of Service.

Capassa will also use the Customer’s personal data for communication purposes. Capassa will only process personal data on behalf of the Customer in accordance with agreement between the Parties or documentable instructions from the Customer.

Capassa shall, within the framework of the Terms of Service, assist the Customer in the best possible way to fulfil its obligations under the privacy regulation.