Terms of Service

Language: These Terms exist in Swedish and English. In the event of any discrepancy between the versions, the Swedish version prevails. See Section 14.10.

1. Acceptance of terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Venuvo AB (org.nr 559499-4484), a company registered under the laws of Sweden with its registered office in Örebro, Sweden ("Venuvo AB", "we", "us", or "our"). These Terms govern your access to and use of the Venuvo platform and all related services, features, content, applications, and APIs (collectively, the "Service").

By creating an account, accessing, or using the Service in any manner, you agree to be bound by these Terms and all policies incorporated by reference, including our Privacy Policy, Data Processing Agreement, End User License Agreement, Acceptable Use Policy, Cookie Policy, and any applicable Service Level Agreement (collectively, the "Agreement"). If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms, in which case "Customer" shall refer to such entity and its affiliates.

If you do not agree to all of these Terms, or if you do not have the authority to bind the entity on whose behalf you are acting, you must not create an account, access, or use the Service.

2. Definitions

Agreement

These Terms of Service together with all policies incorporated by reference, including the Privacy Policy, DPA, EULA, AUP, Cookie Policy, SLA, and any Order or subscription confirmation.

Authorized Users

Individual employees, contractors, or agents of Customer who are authorized by Customer to access the Service under Customer's account. Each Authorized User must be a natural person — automated access requires separate authorization.

Confidential Information

Any non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, financial data, customer lists, product roadmaps, source code, technical specifications, and security configurations.

Customer Data

All data, content, files, and information that Customer or its Authorized Users submit, upload, import, or otherwise provide to the Service. Customer Data is owned exclusively by the Customer.

Documentation

All user guides, help articles, API documentation, release notes, and other instructional materials made available by Venuvo relating to the Service, whether in electronic or printed form.

Intellectual Property Rights

All worldwide rights under patent, copyright, trademark, trade secret, and other intellectual property laws, including moral rights, rights of publicity, and similar rights.

Order

Any ordering document, subscription confirmation, or pricing plan selection that specifies the Service tier, number of Authorized Users, fees, and other commercial terms applicable to Customer's Subscription.

Service

The Venuvo cloud-based customer relationship management platform, including all modules, features, functionality, updates, bug fixes, patches, and associated services made available by Venuvo to Customer under these Terms.

Subscription

Customer's paid or trial access to the Service for a specified period as set forth in the applicable Order or pricing plan.

Subscription Term

The period during which Customer has an active Subscription, including any renewal periods.

Venuvo Materials

The Service, including all underlying software, technology, algorithms, machine learning models, databases, APIs, user interfaces, visual designs, Documentation, trademarks, and all associated Intellectual Property Rights owned by or licensed to Venuvo.

3. The service

3.1 Grant of Access

Subject to these Terms and payment of all applicable fees, Venuvo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term, solely for Customer's internal business purposes and in accordance with these Terms, the EULA, and the Documentation. This right does not constitute a sale, lease, or any transfer of ownership interest in the Service or any component thereof.

3.2 Service Modules and Features

The Service consists of various modules and features, which may include contact management, deal and pipeline management, task management, calendar and meetings, team collaboration, reporting and analytics, AI-powered features, and integrations. Access to specific modules and features may depend on Customer's subscription tier. Venuvo reserves the right to modify, enhance, add, or discontinue modules and features at its sole discretion. We will provide reasonable advance notice of any changes that materially reduce the core functionality of Customer's current subscription tier.

3.3 Service Availability and Support

Venuvo will use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, subject to planned maintenance, emergency maintenance, and force majeure events. Specific uptime commitments, where applicable, are set forth in our Service Level Agreement. Support services are available during the hours and on the terms described in the SLA.

3.4 Modifications to the Service

We continuously improve the Service and may release updates, patches, bug fixes, and new features. Some changes may be deployed automatically. We will provide at least thirty (30) days' notice before making changes that materially reduce the functionality available under Customer's current subscription tier. If such changes are unacceptable to Customer, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid fees for the remaining Subscription Term.

4. Customer obligations and responsibilities

4.1 Account Registration and Security

To use the Service, Customer must create an account by providing accurate, current, and complete registration information. Customer shall keep all account information current and promptly update any changes. Customer is solely responsible for:

• Maintaining the confidentiality and security of all account credentials (usernames, passwords, API keys).
• All activities that occur under Customer's account, whether authorized or unauthorized.
• Ensuring that each Authorized User has a unique account — sharing of account credentials between individuals is prohibited.
• Promptly notifying Venuvo of any unauthorized use of Customer's account or any other security breach.

Venuvo shall not be liable for any loss or damage arising from Customer's failure to comply with these security obligations.

4.2 Compliance with Laws

Customer shall use the Service in compliance with all applicable laws, regulations, and industry standards, including but not limited to the GDPR, ePrivacy regulations, anti-spam legislation, and any laws applicable to Customer's industry. Customer is solely responsible for ensuring that its collection, storage, and processing of Customer Data through the Service complies with applicable data protection laws, including obtaining all necessary consents and providing appropriate privacy notices to data subjects.

4.3 Authorized Users

Customer shall ensure that all Authorized Users comply with these Terms, the AUP, and all other policies incorporated by reference. Customer is responsible for the actions and omissions of its Authorized Users. The number of Authorized Users may not exceed the number specified in Customer's Subscription.

4.4 Acceptable Use

Customer's use of the Service is subject to the Acceptable Use Policy, which is incorporated by reference. Violation of the AUP may result in suspension or termination of access to the Service.

5. Fees, payment, and taxes

5.1 Subscription Fees

Customer agrees to pay the subscription fees as set forth in the applicable Order or as displayed on the pricing page at the time of Subscription. All fees are quoted in the applicable currency and are exclusive of all taxes, levies, and duties unless expressly stated otherwise. Venuvo reserves the right to modify pricing with at least thirty (30) days' prior written notice. Modified pricing shall take effect at the start of the next renewal period following the notice.

5.2 Payment Terms and Processing

Fees are due and payable in advance at the beginning of each billing period (monthly or annually, as selected by Customer). Payment is processed through our third-party payment processor. By providing a payment method, Customer authorizes Venuvo and its payment processor to charge the designated payment method for all applicable fees on a recurring basis for the duration of the Subscription.

5.3 Failed Payments and Late Payment

If a payment fails, we will attempt to process the payment again and notify Customer. If payment remains outstanding for more than fifteen (15) days after the due date, Venuvo reserves the right to: (a) suspend Customer's access to the Service until payment is received in full; (b) charge interest on overdue amounts at the rate prescribed by the Swedish Interest Act (räntelagen, SFS 1975:635); and (c) recover reasonable collection costs. Suspension of the Service for non-payment does not relieve Customer of its obligation to pay all outstanding fees.

5.4 Taxes

Customer is responsible for all applicable taxes, including value-added tax (VAT), sales tax, use tax, withholding tax, and any other governmental charges arising from Customer's use of the Service, except for taxes based on Venuvo's net income. If Venuvo is required to collect or pay taxes on Customer's behalf, such taxes will be invoiced to Customer. Customers with a valid EU VAT number should provide it during registration for proper invoicing under the reverse charge mechanism.

5.5 Refunds

Except as required by applicable mandatory law or as expressly stated in these Terms (for example, pro-rata refunds upon Venuvo's material reduction of functionality or upon Venuvo's termination for convenience), all fees are non-refundable. Unused portions of a Subscription period are not eligible for refund upon early termination by Customer for any reason other than Venuvo's material breach.

6. Intellectual property rights

6.1 Venuvo's Intellectual Property

The Service and all Venuvo Materials — including all source code, object code, software, algorithms, machine learning models, databases, data structures, APIs, user interfaces, visual designs, graphics, logos, trademarks, service marks, trade names, Documentation, and all associated Intellectual Property Rights — are and shall remain the sole and exclusive property of Venuvo AB. No right, title, or interest in or to the Service or any Venuvo Materials is transferred to Customer except for the limited, revocable right of access expressly granted in Section 3.1.

Customer shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works of the Service or any Venuvo Materials; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or data structures of the Service; (c) remove, alter, or obscure any proprietary notices, labels, or marks; (d) use Venuvo's trademarks, logos, or trade names without prior written consent; or (e) use the Service to build a competitive product or service.

6.2 Customer Data Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in these Terms shall be construed as transferring ownership of Customer Data from Customer to Venuvo. Customer grants Venuvo a limited, non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and process Customer Data solely to the extent necessary to provide the Service in accordance with these Terms and the DPA. This license terminates upon the expiration or termination of the Agreement and the completion of data deletion or return obligations under the DPA.

6.3 Aggregated and Anonymized Data

Venuvo may collect and use aggregated, anonymized, and de-identified data derived from Customer's use of the Service ("Aggregated Data") for purposes including but not limited to service improvement, benchmarking, analytics, product development, and research. Aggregated Data is processed in a manner that does not identify Customer, any Authorized User, or any individual. For the avoidance of doubt, Aggregated Data is not Customer Data and is not subject to the data ownership provisions of Section 6.2.

6.4 Feedback

If Customer or any Authorized User provides Venuvo with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), Customer hereby assigns to Venuvo all right, title, and interest in and to such Feedback. Venuvo shall have the irrevocable right to use and incorporate such Feedback into the Service without compensation, attribution, or restriction.

7. Confidentiality

7.1 Obligations

Each party (the "Receiving Party") agrees to protect the Confidential Information of the other party (the "Disclosing Party") using the same degree of care that it uses to protect its own Confidential Information of a similar nature and importance, but in no event less than reasonable care. The Receiving Party shall not: (a) use the Disclosing Party's Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement; or (b) disclose the Disclosing Party's Confidential Information to any third party, except to employees, contractors, and professional advisors who need to know such information and are bound by confidentiality obligations no less restrictive than those set forth herein.

7.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

7.3 Compelled Disclosure

If the Receiving Party is compelled by law, regulation, or legal process to disclose the Disclosing Party's Confidential Information, it shall: (a) provide prompt written notice to the Disclosing Party (to the extent legally permitted); (b) cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy; and (c) disclose only the minimum amount of information required.

8. Data protection

The processing of Personal Data in connection with the Service is governed by our Privacy Policy and Data Processing Agreement, each of which is incorporated by reference. Customer represents and warrants that: (a) it has obtained all necessary consents, authorizations, and legal bases for the collection and processing of Customer Data; (b) it has provided appropriate privacy notices to data subjects; and (c) its use of the Service complies with all applicable data protection laws, including the GDPR.

9. Warranties and disclaimers

9.1 Venuvo's Limited Warranty

Venuvo warrants that: (a) the Service will perform materially in accordance with the Documentation during the Subscription Term; (b) the Service will be provided in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) Venuvo has the right and authority to enter into this Agreement and to grant the rights contemplated herein.

9.2 Customer's Sole Remedy for Warranty Breach

If the Service fails to conform to the warranty in Section 9.1(a), Customer's sole and exclusive remedy shall be for Venuvo to use commercially reasonable efforts to correct the non-conformance within thirty (30) days of receiving written notice from Customer describing the non-conformance in reasonable detail. If Venuvo is unable to correct the non-conformance within such period, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid fees for the remaining Subscription Term.

9.3 Disclaimer of Warranties

Except for the express warranties set forth in Section 9.1, the Service is provided "as is" and "as available" without warranty of any kind, whether express, implied, statutory, or otherwise. Venuvo specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, usage of trade, or course of performance. Venuvo does not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components, or that defects will be corrected. Venuvo does not warrant or guarantee any specific results from use of the Service.

10. Limitation of liability

10.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other party or to any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business opportunity, goodwill, or anticipated savings, whether the claim is founded in contract, tort (including negligence), strict liability, or otherwise, and even if the party has been advised of the possibility of such damages or such damages were foreseeable.

10.2 Liability Cap

To the maximum extent permitted by applicable law, the total cumulative liability of either party arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid or payable by Customer to Venuvo during the twelve (12) month period immediately preceding the first event giving rise to the liability.

10.3 Exceptions to Limitations

The limitations and exclusions in Sections 10.1 and 10.2 shall not apply to: (a) either party's breach of its confidentiality obligations under Section 7; (b) either party's indemnification obligations under Section 11; (c) Customer's payment obligations under Section 5; (d) liability arising from a party's gross negligence (grov vårdslöshet) or willful misconduct (uppsåt); or (e) liability that cannot be limited or excluded under applicable mandatory law.

11. Indemnification

11.1 Indemnification by Venuvo

Venuvo shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding alleging that Customer's authorized use of the Service infringes or misappropriates such third party's Intellectual Property Rights (an "IP Claim"), and shall pay any damages finally awarded by a court of competent jurisdiction or agreed to in a written settlement. Venuvo's obligations under this section are conditioned upon Customer: (a) promptly notifying Venuvo of the claim in writing; (b) granting Venuvo sole control of the defense and settlement; and (c) providing reasonable cooperation at Venuvo's expense.

If the Service becomes, or in Venuvo's opinion is likely to become, the subject of an IP Claim, Venuvo may, at its sole option: (i) procure the right for Customer to continue using the Service; (ii) replace or modify the Service to make it non-infringing; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Subscription and refund prepaid fees for the remaining Subscription Term.

11.2 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Venuvo and its officers, directors, employees, and agents from and against any third-party claim arising from: (a) Customer's use of the Service in violation of this Agreement or applicable law; (b) Customer Data or its collection, storage, or processing; (c) Customer's violation of any third party's rights, including Intellectual Property Rights or privacy rights; or (d) any dispute between Customer and its end-users or clients.

12. Term, renewal, and termination

12.1 Term

This Agreement commences on the date Customer first creates an account or accesses the Service and continues for the duration of the Subscription Term.

12.2 Renewal

Subscriptions automatically renew for successive periods of equal duration (monthly or annually, as applicable) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail; (b) becomes insolvent, files for bankruptcy, enters company reorganization (företagsrekonstruktion), makes an assignment for the benefit of creditors, or ceases to operate in the ordinary course of business; or (c) violates the AUP in a manner that poses a security risk or legal liability.

12.4 Termination for Convenience

Customer may terminate a Subscription at any time by providing notice through the account settings or by contacting us in writing. Termination for convenience takes effect at the end of the current billing period. No refund is provided for the current billing period.

12.5 Effect of Termination

Upon termination or expiration of this Agreement: (a) Customer's and all Authorized Users' right to access the Service shall immediately cease; (b) Customer shall pay all outstanding fees accrued prior to termination; (c) Venuvo shall make Customer Data available for export in a standard format (CSV or JSON) for a period of thirty (30) days following the effective date of termination; (d) after the thirty-day export period, Venuvo shall permanently delete all Customer Data in accordance with the DPA; (e) each party shall return or destroy the other party's Confidential Information.

Provisions that by their nature should survive termination shall survive, including Sections 2, 6, 7, 9, 10, 11, 13, and 14.

13. Governing law and dispute resolution

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13.2 Jurisdiction

Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by the competent courts of Sweden, with the District Court of Örebro (Örebro tingsrätt) as the court of first instance.

13.3 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's Intellectual Property Rights, Confidential Information, or other proprietary rights.

14. General provisions

14.1 Entire Agreement

This Agreement, together with all policies and documents incorporated by reference (Privacy Policy, DPA, EULA, AUP, Cookie Policy, SLA, and any applicable Order), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, representations, and warranties, whether written or oral.

14.2 Amendments

Venuvo may amend these Terms from time to time by posting the amended version on the Website. For material changes, Venuvo will provide at least thirty (30) days' prior written notice via email or prominent notice within the Service. Customer's continued use of the Service following the effective date of any amendment constitutes acceptance. If Customer does not agree with the amended Terms, Customer may terminate the Subscription before the effective date.

14.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

14.4 Assignment

Customer may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without Venuvo's prior written consent. Venuvo may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms. Any attempted assignment in violation of this section is void.

14.5 Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, labor disputes, government actions or orders, power failures, internet or telecommunications failures, or failures of third-party infrastructure providers. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.

14.6 Notices

All notices under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered by hand; (b) sent by registered mail or internationally recognized courier service; or (c) sent by email. Notices to Customer shall be sent to the email address associated with Customer's account. Notices to Venuvo shall be sent to info@venuvo.net.

14.7 No Waiver

No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

14.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

14.9 Third-Party Beneficiaries

This Agreement does not confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns.

14.10 Language

This Agreement exists in Swedish and English. In the event of any discrepancy between the versions, the Swedish version prevails.

15. Contact

Venuvo AB
Org.nr: 559499-4484

Örebro, Sweden

Email: info@venuvo.net

Website: https://www.venuvo.net