API Agreement

Welcome as a participant in the Finago Developer Partner Program.

By accessing any part of the tools in this Agreement made available by Finago, you (hereafter defined as "Company") are accepting the terms and conditions in this Agreement and in the Finago Customer License Agreement (CLA) and Privacy Notice. The individual that accepts this Agreement also accept that this individ has authority to enter into this Agreement on behalf of Company (or other legal entity).

1. Definitions

• Agreement shall mean the conditions and terms Company agrees upon by accessing the tools delivered through the Finago Developer Partner Program.
  
  
• Finago shall mean the company that owns the right to the Finago Service. Finagois the owner of all material in the Finago Developer Partner Program.
  
  
• Finago Access Platform shall mean the Finago platform for determination of which rights should be granted to each End User regarding access to data. Without license to the Finago Access Platform the Integrated Service will not be able to transport any data from the End Customer Account.
  
  
• Finago Service or Service shall mean the application and accompanying services delivered by Finago  Services do not include the Integrated Service delivered by Company.
  
  
• API (Application programming interface)/Web service. An API is a source code based specification intended to be used as an interface by software component to communicate with each other. An API may include specification for routines, data structures, object classes and variables. A Web service is a method of communication between two electronic devices over the web. API and Web service is the name of the tools delivered by Finago through the Finago Developer Partner Program. The API/Web service and the documentation are not required to comply with each other.
  
  
• API Account is the Finago Service delivered through the Finago Developer Partner Program that makes it possible for Company to access the API/Web service.
  
  
• Company shall mean the individuals and entities that accessed the tools made available through the Finago Developer Partner Program for the purpose of producing the Integrated Service. The Company may also be the reseller of the Integrated Service and/or the FinagoService.
  
  
• Commission shall mean the amount payable by either party for marketing, distributing and/or selling the Finago Service or the Integrated Service.
  
  
• Customer License Agreement or CLA shall mean the terms and conditions an End Customer has to accept in order to use the Finago Services.
  
  
• Developer shall mean the employee or contracted person within Companies or third-party organization that have access to API tools.
  
  
• Effective Date shall mean the Date Company accesses and start using the tools made available through the Finago Developer Partner Program.
  
  
• End Customer shall mean those third party individuals and entities not affiliated with the Company who acquires the Integrated Services through the either Company or either sales partner of Finago It will also include individuals affiliated with the any of these parts, when the Integrated Services are for internal use or Company is a using the Finago Service internal.
  
  
• An End Customer Account shall mean the area within the Finago Service that is limited to one legal company’s data.
  
  
• End User License Agreement or EULA shall mean the terms and conditions an End User has to agree upon in order to use the Finago Service.
  
  
• End User shall mean any individual that has a user log-in to the Finago Service. That might be as an employee at End Customer or as an individual.
  
  
• Integrated Service shall mean the service provided by either party using the tools made available through the Finago Developer Partner Program. The Integrated Service may be produced for commercial purposes or for single integration tasks made by 3.party or by Company for internal use. A Company Services is not an Integrated Service before being approved by Finago.
  
  
• Market shall mean the territory in which the Company is permitted to market and/or sell the Integrated Services.
  
  
• User ID is the unique reference for an End Customer Account.
  
  
• Subscription Based Services shall mean monthly subscription that End Customer agrees upon paying for the Integrated Service.
  
  
• Term shall mean the period of time during which this Agreement is in effect.
  
  
• Third party vendor in this Agreement is Company that delivers a party Service or any Independent Contractors used by Company.

2. Requirements for participating in the Finago Developer

Partner Program

Use of the API tools and any Finago Service requires acceptance of the Finago Customer License Agreement (CLA), End User License Agreement (EULA), Data Processor Agreement (DPA) and Privacy Notice

• https://finago.no/trust-center/juridisk/cla
  
  
• https://finago.no/trust-center/juridisk/eula
  
  
• https://finago.no/trust-center/juridisk/data-processor-agreement
  
  
• https://finago.no/trust-center/personvern
  
  

3. Finago rights and responsibilities

3.1 – Trademarks and Trade Names

Company hereby acknowledges Finago’s exclusive right, title and interest in the trademarks and trade names identifying the Services, and shall not cause or permit to be done any act that impairs such right, title and interest. Company shall not perform its activities regarding Services under any name, sign or logo other than the trademarks or trade names specified by Finago. All use of the trade name Finago or related logos shall be approved by Finago in advance in writing.

All rights to translation, websites, domains, customization and all other jobs tasks performed by the Company for Finago or otherwise related to this Agreement is transferred to Finago free of charge when this Agreement terminates. Finago can, at any point during the Agreement period, utilize these elements without any notice. Any registrations of domains concerning Finago will be subject to consent of Finago. Upon termination of this Agreement, all registered rights to the domains shall be transferred to Finago free of charge.

3.2 – Intellectual Property Ownership

The source code, design and other aspects of the Finago Service are considered Finago property and only Finago has the ownership of it. The rights granted in this Agreement is provided on the condition that Company does not copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile any Finago Service or API tool, or otherwise attempt to discover any source code, modify the Finago Service or use unauthorized modified version of the Finago Service, including without limitation for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Finago Service. Any improvements or tailoring of the Finago Services according to the Company needs will be considered Finago property.

3.3 – Changes to Agreement and Finago Services

Finago may, in its sole discretion make changes to the existing Finago Services and API, including enhancements, modifications or replacements at any time. However in any case, such alterations cannot materially diminish the Finago Services level, functionalities and performance already contracted with End Customers, provided such contract has been entered into by Finago, or by the Company with necessary authorization given by Finago. Finagohas the right to change the content of the CLA, EULA and API Agreement without notice. Company has to stay up to date in channels provided by Finago.

3.4 – Similar Integrated Services

Finago cannot guarantee that Finago or other 3.party vendors will not produce similar Integrated Services as the Integrated Service. Finago encourages a diversity of options for End Customers, using the API. Finago will always act as a neutral party, concerning the End Customers’s right to choose their preferred Integrated Service.

3.5 – Verification and approval of the Integrated Service

Finago has right to use the Integrated Service(s) for testing and verification purposes. This includes access to review and inspect all API calls made against Finago API, includes scripts and Company web services. The verification process is necessary for the purpose of determine the boundaries between which party that should support witch part of the process. It is also necessary to maintain the proper functionality of the Integrated Services.

The Integrated Service shall not be sold to any End Customers before Finago have given a written approval for End Customer use. Finagohas the right to determine at which time the Integrated Service is ready for approval. After the Integrated Service has been approved by Finago, Company will be granted a license for connection to the Finago Access Platform. Finago may withdraw this license at any time without having to explain any reason.

Company shall handle all user management concerning the Integrated Service. Finago does not have any responsibility for End Customer users that get access to data, through the Integrated Service, that they do no have the access to in the FinagoService.

If the Integrated Service is produced for commercial purposes, Finago is granted access to the Integrated Service free of charges for demonstration purpose. For commercial Integrated Services, the parties can agree on splitting the income earned by Company. This will by regulated in an separate agreement between the parties.

A commercial Integrated Service that has not been approved is not eligible for commercial sale or distribution. Company does not have to get the Integrated Service approved if the objective of the integration is not for commercial sales. The Integrated Service still have to provide reasonably expected quality, so it does not harm the reputation of the Finago brand. When the Integrated Service is approved, Company grants Finago the right to use the Integrated Service and Company name as reference. Noncommercial integrations may also be used as a reference if not Company specified requesting that their name should be omitted.

3.6 – Right to flag any third-party contractor

There is a special prohibition against disseminating data to third-party independent contractors and companies flagged by Finago, regardless of the reason. Reasons may be linked to suspected breaches of Agreement, regulatory breaches e.g. privacy (GDPR), outstanding payments, errors in Service, etc. The list of flagged contractors is, at all times, updated internally at Finago and Company is obliged to be compliant with it. A breach of this paragraph will be a breach of this API agreement, and entails the same consequences and conventional penalty as detailed in point 10 (iii). Finago will give a reasonable amount of time, up to three (3) months, for Company to correct its relations with any prohibited third-party companies and contractors.

3.7 – Right to disable the access to the API

Finago reserves the right to suspend without notice Company Access to Finago API and the license to Finago Access Platform, if there is suspicion that data entered through the Finago API is corrupt or in any other way may harm other part of the Finago Service. Finago also have the right to disable the access to API if there is an indication that the data provided by the customer infringes any third party rights. This may also be if information sent through API is suspected to be spam. Access will also be suspended if there is any breach according to national legislation, if Company fails to pay any agreed upon amounts or any other breach of this Agreement. Finago shall have the right to examine any data provided by the Company if Finago suspects that suspension according to this paragraph is necessary, and Finago shall be given access to any such data.

3.8 – Finago API Forums

Finago have no obligation to monitor any forum made for this purpose, but reserve the right to do this. This also means the possibility to delete information without any warning.

4. Company rights and responsibilities

4.1 – End Customer acceptance

Company shall have documented confirmation from the End Customer that any use of all data made available from the Finago Service is approved by the End Customer/End User. If not restricted in Companies own access right system, Company will get access to all rights given to an End User through Finago Access Platform. This involves all End Customer Accounts End User is connected to. Company shall include this in any terms and conditions for using the Integrated Service.

4.2 – API Account

Finago grants Company a non-exclusive, nontransferable, non-sub licensable, limited right to access the API Account and Documentation made available through the Finago Developer Partner Program. Company is also granted the right to use the API tools for development efforts necessary to build or modify the Integrated Service. There is no free version of the Finago Service included in this program. Company shall have no right to use the API tools for development of Integrated Services not approved by Finago or not integrated with the Finago Service. Company shall not reprint, distribute or embed any content from the Documentation in any form whatsoever without the prior written consent. Finago will maintain the API and access to the API. Finago shall strive to maintain updated Documentation, but is not responsible for errors that may occur as result of any differences. Requested changes to the API will be considered by Finago, but Finago has the right to refuse all requests. Finago may charge for changes to the API due to priority or the general request for this API.

4.3– Identity of the user of Finago API

Company is responsible for submitting accurate information when registering for the Finago Developer Partner Program. If there is any grounds to suspect that this information is inaccurate or false, Finago has the right to suspend or terminate Companies access to all API tools. Company is responsible for the confidentiality of any API Account username, password or user ID. Company shall inform Finago immediately if there is any suspicion that any third parties have wrongfully information about this. By accessing the API Account, Company agree that Finago may send you information and notices regarding the Finago Developer Partner Program or the Finago Service by email, text messaging or other means based on the information you provide to Finago.

4.4 – The Integrated Service and comparison to other Finago Services

Company shall develop the Integrated Service in such a way that optimizes the use of Finago API. For some Finago APIs, there will be a limit to the number of API calls available within a time frame. The Integrated Service must be built to handle prevailing constraints. Company shall make it obvious that the Integrated Service is a Service produced by Company and not by Finago, if no other agreements have been made. Company has the responsibility for the content and quality of the Integrated Service. Company undertakes to update the Integrated Service in accordance with applicable laws and regulations, available API and the current functionality of the Finago Service.

4.5 – Independent Contractors

Company may use Independent Contractors for the purpose of producing the Integrated Service. But the developer cannot be an employee or a have assignments with direct competitors of Finago except with Finago written consent. Company shall execute an agreement with any third party independent contractor which includes the terms and conditions of this Agreement. Company is responsible that any third party independent contractor is following and accepting the terms and conditions of this Agreement. Company agrees to provide Finago with information about the third party independent contractor in reasonable advance. Any rights not expressly granted in this Agreement are reserved by Finago may refuse to grant access to third party independent contractor without any explanation. See paragraph 3..6 for Finago right to flagg third party contractors.

4.6 – Compliance with Laws

Company agrees that it will comply with all current and newly added laws in the market the Integrated Service are offered. Finago do not have any responsibility to monitor this, but may intervene if any deviation is detected.

4.7 – Testdata

Company is responsible for not using any testdata that is not produced for any other purpose than for testing. Do not use data from existing customers for demo purpose. Other companies may have access to the same demo database.

5. End Customer Data

Company has to treat all End Customer data with caution and not in any way modify so the results may be misleading. Company also has the responsibility that all data sent to the Finago Service through the API gives a correct picture when data is processed inside the Finago Service or in other Integrated Services. Finago have no responsibility for data entered into the Finago through the API. Company shall respect that End Customer is the owner of all data, and that all storage of data in Company storage facilities and access to data are in agreement with the End Customer. Company has to treat all data as confidential, whether or not marked as confidential. Company shall use such End-Customer data only as necessary to perform its obligations under this Agreement and will not otherwise disclose or make available End-Customer data to any other third party. Company shall use industry standard measures to protect the security of any such customer data to which Company gains access. Company shall follow the terms in the Finago Privacy Notice and Data Processor Agreement. After termination of this Agreement, Company shall promptly close all access to End Customer Accounts, destroy (and certify such destruction in writing) such confidential and/or proprietary End Customer data locally stored without any delay.

6. Cost of using Finago API

At this time, there is no explicit cost for using API, although, Finago reserves the right to add change the fees for using its API and or otherwise modify its pricing structure at its sole discretion. Such changes will be duly and reasonably in advance communicated by Finago via its communication channels.

7. Support of the Integrated Service

Finago do not support the Integrated Service if no other Agreement has been made. It is Company responsibility to make it obvious for the End User where to get support for the Integrated Service. Company also commits to hold a presentation of the Integrated Service for Finago Customer Service where Finago find this necessary. The presentation is for Finago Customer Services to refer support for the Integrated Service to the right channels and ease the transition of the support for the End Customer.

All support of the API from Finago to Company shall be by the e-mail address apisupport@24SevenOffice.com. Telephone support will be invoiced at Finago current rates. Finago reserve the right to limit or invoice support if circumstances indicate that the support offered is beyond the call of duty. Partner will be notified before such actions are set in motion. Finago recommends to contact konsulent@24SevenOffice.com for invoiced education in basic Finago before Company starts the integration project.

8. Availability and Notification

The availability for the API Account follows the availability for the Finago which is covered in the Finago Customer License Agreement (CLA). Scheduled maintenance is noticed through Finago channels for all customers. Availability for the Finago Service and API may differ if Finago finds it appropriate. Availability is updated on https://status.24SevenOffice.com. Finago shall have no obligations to any claims due lack of availability of the Finago Service or API Account.

9. Breach of this Agreement

If Company fails to perform any of the provisions of this Agreement, Finago can cancel this Agreement with immediate effect and access to the API account will immediately be suspended. Non-payment to Finago will in all cases be seen as a failure to perform the CLA and will result in immediate cancellation of the Agreement.

If the breach consists in the Finago Service is not working according to this Agreement, Finago has the right to correct any errors. If Finago finds the improvement would be disproportionately costly, Finago can at its own discretion terminate this Agreement.

If the Finago Service infringes any third party rights, Finago has the right to on their own expense obtain the necessary rights or change the Service so that a violation no longer occurs. If remediation or rights acquisitions are disproportionately costly, Finago can at its own discretion terminate this Agreement.

If Finago fail to deliver within a deadline agreed upon between the parties, then Finago is granted a reasonable additional period of time to deliver before the Agreement can be terminated.

The party that claims a breach of the Agreement has to do this within three (3) months after the timing of the breach. Any claims from either part after this period, will be dismissed. If a complaint is not made in accordance with this provision, the right to make any claims will cease to exist.

10. Limitation of Liability

(i) Neither Party shall be liable to the other pursuant to this Agreement for any amounts representing loss of profits, loss of business or indirect, consequential, or punitive damages of the other Party, except that Company will be liable for breach in 10.2 and 10.3

(ii) The Company shall ensure that all third parties, customers or partners who use the Integrated Service, reflects Finago terms of agreement from this API Agreement and Customer License Agreement (CLA) in Company's agreement with users/customers/partners. The agreement Company enters into with its customers who use the Integrated Service shall be approved in writing by Finago If the customer of the Company is a reseller/third party/supplier or similar that in turn sells the Integrated Service, the agreement with the end customer shall also be approved by Finago, as long as the Integrated Service or the end customer depends on or use of Finago API.

(iii) Company can not under any circumstances bind their customers by agreements that are longer than the agreement the Company has with Finago. If the customer of the Company is a reseller/third party/supplier or similar, that in turn sells the Integrated Service, the Company and reseller/third party/supplier are obliged to follow the same principle.

Finago is entitled to a conventional fine for such a breach which corresponds to the turnover of the Company and reseller/third party/supplier or the like, for the entire period Company or its reseller/third party/supplier has charged its customers for a longer notice period than this, plus twenty per cent (20%). Finago reserves the right to make the management and the board jointly and severally liable in the event of a willful breach of terms under paragraph 10.

(iv) Finago shall have no liability and the Company shall hold Finagoharmless of any claims made by the End Customers as a result of any act or omission made by the Company, hereunder the Company’s inability to perform a correct sale. This includes incorrect or insufficient information given to the End Customer by the Company, e.g. related to product functionality, delivery time, training, support etc. If it is proven that Finago, through gross negligence has caused End Customer loss, any claim is limited to amounts specified in the Customer License Agreement (CLA).

11. Warranty Disclaimer

By accepting this Agreement, Company understand and agree that Finago Services are provided “as is” and licensor expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability or of fitness for a particular purpose. Finago makes no warranty or representation regarding Finago Services, any information, materials, goods or Services obtained through Services, or that Finago Services will meet Company or End Customers requirements, or be uninterrupted, timely, secure or free from error or defect. Finago disclaims and excludes any representations or warranties that the Finago Services are compatible with any combination of Finago Services or Integrated Services not furnished by Finago which Company or any End Customer may choose to utilize with both services.

12. Notices

Company shall give Finago notice as soon as practicable of any unauthorized use of any passwords or accounts or other breach or suspected breach of security accordingly to Finago Data Processor Agreement. Company shall give Finago notice in writing of any transaction effecting a change in control of the Company or the transfer of fifty percent (50%) or more. Finago may choose to immediately terminate this Agreement if the owners of the Company are considered to be a competitor to Finago Services. Each Party shall give the other prompt notice in writing of any relevant changes; hereunder changes in its name, office address and contact information.

13. Confidential Information

Confidential Information shall mean information or material that is confidential and proprietary to the disclosing party. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature: software (in various stages of development), designs, specifications, models, source code, object code, documentation, marketing and development plans, business plans, financial information and customer lists. Confidential information does not include information that is publicly known or the parties have knowledge about, before the entry of this Agreement.

Unless otherwise authorized in writing by Finago, the Company shall not disclose to third parties any Confidential Information regarding the Finago Services that the Company obtains from Finago. The Company shall take all reasonable precautions to protect such Confidential Information from unauthorized disclosure. Finago has the same obligation with respect to Confidential Information of the Company obtained in the business relationship. The obligations under this article shall survive the termination of the Agreement for a two year period. Confidential Information includes, but is not limited to, the API with documentation, Agreements, pricing, projects, future plans, routines and source codes, or other information that is reasonable that the other party would understand to be Confidential Information. This information shall be used solely for the purpose that it was intended and for no other purpose whatsoever.

14. Force Majeure

In case the implementation of this Agreement is partially or completely prevented, or is hindered to a substantial degree by conditions beyond the control of the parties, the duties of the parties shall be suspended to the extent the conditions are relevant, and for such a period as the conditions continue. These conditions include, but are not restricted to, strikes and lockout and each condition that Norwegian Law would consider force majeure or that is beyond the control of the parties. However, either party may terminate this Agreement if the case of the force majeure makes it particularly burdensome to maintain the Agreement.

15. Term, Termination and Suspension

This Agreement shall be effective from the Effective Date. The Term of this Agreement is for twelve (12) month. The Agreement is automatically renewed until one of the Parties chooses to terminate the Agreement. The Agreement may be terminated by Company upon three (3) months written notice before a new twelve (12) month period. Finago have the right to terminate this Agreement with three (3) month written notice at any time during the same period.

Upon termination of this Agreement for any reason, the Company shall immediately remove all links to the Finago Service and brand name and stop sale and other activities regarding the Integrated Service. Both parties shall pay the other part all accrued and unpaid Commission. Either Party may terminate this Agreement immediately after providing written notice upon the occurrence of any of the following events, in which case no compensation is granted:

(i) the other party breaches any of its material obligations under this Agreement and fails to cure such breach within sixty (60) days after receiving notice of such breach from the other party;

(ii) the other party suffers the appointment of a receiver or a trustee in bankruptcy, assigns all or a substantial part of its assets in favors of its creditors or otherwise takes advantage of any insolvency or similar law;

(iii) the other Party undergoes a change of control and the other Party reasonably determines the acquiring entity to be a direct competitor of such other Party; or

(iv) the other Party fails to pay any amounts more than sixty (60) days after such amounts have become due;

Expiry or termination of the Agreement shall result in simultaneous expiry or termination of any end customer agreements between the Company and/or 3. Party independent contractors and end users that are also customers of Finago. Company shall ensure that a clause to that effect is included in its customer agreements and in 3. party customer agreements. If Company and/or 3. party independent contractor has failed to include such a clause, Company and/or 3. party independent contractor shall nonetheless inform end customers that the Agreement with Finago has expired or terminated and that the end customer may choose whether to continue as customer of Company and/or 3. party independent contractor or end the end user agreement without cost. By entering into this Agreement, Company and/or 3. party independent contractor accepts that Finago may provide such information to end customers on Company’s and/or 3. party independent contractor’s behalf. Finago shall not be liable for any damages whatsoever inflicted upon Company and/or 3. party contractor as a consequence of Finago having to act on behalf of these.

16. Disputes and governing law

Any conflicts or disputes arising from this agreement shall be subject to the courts of Oslo, Norway, and is governed by Norwegian Law.

Last review

19 January 2024

Reviews 13 January 2023
Agreement published 22 april 2013

Change log

25.042024
- Updated paragraph 6 and removed old pricing model

03 May 2023
- Cleaned up language, moved paragraph 3.8 about testdata to 4.7.

23 February 2023
- Updated information about termination of agreement and limitation of liability and third parties.

28 January 2022
- Updated link to Privacy Notice in paragraph 2 and pricing information in paragraph 6. General updates for the ease of reading.

14 February 2020
- Language updates