Partner Agreement

What you may do. You may market, demonstrate and recommend the Services to your customers and prospective customers, and provide Partner Services to Partner Customers, on the terms of this Agreement.

What we make available. We make available a partner area in the Services giving Partner Users access to the Partner Customers that have chosen you; a sandbox environment for demonstrations and training; the Bank Guides; and partner support as set out in Section 5. We may change these as the Services evolve, and we give you at least 60 days' notice before withdrawing any of them or materially reducing them, unless a shorter period is needed for security or by law.

Independent parties. The parties are independent contractors. Nothing in this Agreement creates an agency, partnership in the legal sense, joint venture or employment relationship, and neither party may bind the other.

Other products. You remain free to recommend, sell and implement other products, including products similar to the Services, as long as you do not use our Confidential Information for them (Section 7.5).

Direct contract. Each Partner Customer contracts directly with us under the Customer Agreement published at bankconnector.com/legal, accepts it in its own name, and pays our published prices directly to us. You are not a party to that contract and do not invoice the Services.

No authority to commit us. You must not make any promise, warranty or statement on our behalf about prices, discounts, features, bank coverage, availability, service levels or timelines beyond what we publish on bankconnector.com or confirm to you in writing, and must not agree changes to the Customer Agreement.

The customer's choice. Choosing a partner, and changing or withdrawing that choice, is always the Partner Customer's decision. A Partner Customer that withdraws its choice remains our customer.

How access arises. When a Customer chooses you as its partner, at signup or later in the Services, it authorises you to access its account as set out in this Section. We grant Partner Access only on that choice, and end it when the Partner Customer withdraws it, when this Agreement ends, or as set out in Section 10.

What Partner Access covers. Partner Users may view the Partner Customer's data in the Services and administer its technical setup (bank connections, channels, certificates and keys, and the related settings) following the Bank Guides, in each case to the extent the Documentation describes for the partner role. Partner Access never includes approving, signing or releasing a payment, and never includes changing the Partner Customer's approval policies or its users' approval rights.

Acting for the customer. You use Partner Access only to provide Partner Services to that Partner Customer and only on its instructions. Actions taken through Partner Access are recorded in the Partner Customer's audit log and are visible to it.

Partner Users. You are responsible for your Partner Users and for everything done with their logins. Each Partner User must have a personal login with two-factor authentication; logins must not be shared. You must remove a Partner User's access without delay when that person leaves or no longer needs it, and notify us without undue delay of any suspected misuse.

Bank Guides. The Bank Guides are our Confidential Information (Section 7.4). You may use them only to set up and maintain Partner Customers' bank connections.

Your Partner Services. You provide Partner Services under your own agreements with Partner Customers, at prices you set, and you are responsible for them, including for any error you or your Partner Users make in a Partner Customer's setup. You are not responsible for an error to the extent it results from a mistake in the Bank Guides or the Documentation that you reasonably followed. We are not a party to, and have no liability for, the Partner Services.

First-line support. For Partner Customers that have engaged you to support them, you provide first-line support: you receive their questions, resolve what you can with the Bank Guides and the Documentation, and escalate to us what you cannot.

Our support. We provide second-line support to you for Partner Customers, and we provide the Services and the SLA & Support Policy to each Partner Customer directly under its Customer Agreement. A Partner Customer may always contact us directly.

Your integrations. You own any scripts, add-ons, integrations or other software you build to work with the Services, and you are responsible for maintaining and supporting them. They may use only our published API and Documentation, and we do not support them. We give you at least 60 days' notice of a change to the published API that breaks existing integrations, unless a shorter period is needed for security or by law. A Partner Customer's right to use your integrations is governed by your agreement with that customer, but you must not use them to prevent a Partner Customer from changing or withdrawing its choice of partner (Section 3.3).

No commission or discount. Neither party pays the other any commission, referral fee, discount, share of revenue or other fee under this Agreement, including for the partner area, the sandbox or the Bank Guides, unless the parties agree otherwise in a signed document that expressly overrides this Section.

Your own costs. Each party bears its own costs of performing this Agreement.

Conduct. You will comply with applicable law and with the Acceptable Use Policy published at bankconnector.com/legal, describe the Services accurately, and not engage in any misleading or unfair practice in relation to the Services.

Competence. You will ensure that Partner Users who set up bank connections have completed the onboarding we offer for the partner role and follow the Bank Guides. The onboarding is free of charge and introduces the partner area, the sandbox and the Bank Guides.

Security. You will protect Partner Access and any credentials, certificates or keys you handle for Partner Customers to at least the standard the Security Policy published at bankconnector.com/legal asks of a Customer, and never store a Partner Customer's bank credentials outside the Services.

Confidentiality. Everything you learn about us or the Services that we have not published on bankconnector.com is our Confidential Information. This includes demonstrations, the sandbox, the partner area, the Bank Guides, our technical design, plans and roadmap, our business and finances, and any prices or terms not published. You may use it only to perform this Agreement, and may disclose it only: (a) to Partner Users who need it; (b) to Partner Customers and prospective customers, by showing and explaining the Services to the extent needed to market, demonstrate and implement them; (c) to software developers you engage to build or maintain your integrations with the Services, to the extent they need it for that work, under written confidentiality and your responsibility for them; and (d) to your lawyers, auditors and other professional advisers bound by confidentiality, to the extent needed to advise you. The Bank Guides, the partner area, our bank profiles and our technical design may never be disclosed under (b) or (c), and any disclosure not listed here needs our prior written consent. The exclusions in Section 12.3 apply. This continues for 5 years after this Agreement ends, and for trade secrets for as long as they remain secret.

No copying or competing development. You must not, and must not help or allow anyone else to: (a) copy, decompile or reverse engineer the Services or derive their source code, structure, formats, bank profiles or workflows, except to the extent mandatory law permits it; or (b) use our Confidential Information to develop, have developed or contribute to a product or service offering bank connectivity, payment-file conversion or bank reconciliation similar to the Services. This applies while this Agreement is in force and for 2 years after it ends. It does not restrict your use of general skills and experience, of public standards and banks' own published documentation, or of anything you can show you developed independently without using our Confidential Information. Building and offering integrations that use the Services through our published API is not competing development.

Agreed penalty. For each material breach of Section 7.4, and each breach of Section 7.5, you pay us an agreed penalty (konventionalbod) of DKK 250,000, without our having to prove any loss. A disclosure that is unintentional and limited, that you stop and remedy as soon as you become aware of it, and that you tell us about without delay, is not a material breach for this purpose. Disclosures made on the same occasion or arising from the same error count as one breach; each further occasion, and each product or service developed in breach of Section 7.5, is a separate breach. If a breach continues more than 30 days after our written notice to end it, a further penalty is payable for each started month it continues after that. A breach has ended when the disclosure or use has stopped and you have returned or destroyed the Confidential Information concerned. Paying a penalty does not end the breach, and we may also claim damages for loss exceeding it and seek an injunction.

Roles. We process Partner Customers' personal data as their processor under our Data Processing Agreement with each of them. When you access a Partner Customer's data through Partner Access you do so on that Partner Customer's behalf and under your own agreement with it; you are responsible for having a data processing agreement with each Partner Customer that covers your processing.

No onward use. You must not copy Partner Customers' data out of the Services or disclose it to anyone except as the Partner Customer instructs, and must not use it for any purpose of your own.

Partner Users' data. We process Partner Users' personal data (names, work email addresses, login and audit records) as controller, to provide the partner area and keep it secure, as described in our Privacy Policy.

Names and logos. While this Agreement is in force, each party may name the other as its partner and use the other's name and logo for that purpose in its marketing, including its website, partner lists, presentations and social media, in the form the other provides and following any brand guidelines it gives.

Announcements. Either party may announce the partnership publicly, including in press releases and on social media, without asking the other. Neither party attributes quotes or statements to the other without its consent.

Term. This Agreement starts when both parties have signed it and has no minimum term. Either party may end it by giving at least 30 days' written notice.

Termination for cause. Either party may end this Agreement with immediate effect by written notice if the other materially breaches it and, where the breach can be remedied, does not remedy it within 14 days of notice. We may suspend Partner Access at once where continued access creates a security risk for a Partner Customer or for the Services.

Effect of ending. When this Agreement ends, you keep Partner Access and the Bank Guides for 60 days for Partner Customers whose implementation you started before notice was given, so you can complete it, unless we ended it for your breach under Section 10.2. After that, Partner Access and Partner Users' logins end and you stop using the Bank Guides. Each party stops presenting the other as its partner and using the other's name and logo within 30 days. Sections 7.4 to 7.6, 11 and 12 continue to apply after this Agreement ends. Partner Customers continue as our customers under their Customer Agreements, and may choose another partner. You will give Partner Customers reasonable help to move to another partner or to us.

Partner tools. We prepare the partner area, the sandbox and the Bank Guides with reasonable care, but give no other warranty for them; our commitments about the Services are made to each Customer in its Customer Agreement.

Cap. Each party's total liability to the other under this Agreement is limited to DKK 100,000, and neither party is liable to the other for indirect or consequential loss, loss of profit, revenue or goodwill.

Carve-outs. The limits in Section 11.2 do not apply to: (a) liability that cannot be limited by law; (b) fraud, gross negligence or wilful misconduct; (c) agreed penalties under Section 7.6, and any breach of Section 7.5; (d) knowingly approving, signing or releasing a payment, or changing a Partner Customer's approval policies or its users' approval rights, through Partner Access (Section 4.2); (e) knowingly using Partner Access other than on the Partner Customer's instructions (Section 4.3), or knowingly sharing a login (Section 4.4); or (f) knowingly using a Partner Customer's data for your own purposes, or knowingly copying or disclosing it without its instruction (Section 8.2). Other errors in handling a Partner Customer's data are subject to a separate limit of DKK 250,000. Any other breach, including an ordinary error in a Partner Customer's setup, is subject to Section 11.2. The exclusion of indirect loss in Section 11.2 continues to apply except under (a) and (b).

Indemnities. You indemnify us against third-party claims, including claims by Partner Customers, arising from the Partner Services or from your breach of Sections 3.2, 4 or 8. We indemnify you against third-party claims that the Services, the Bank Guides or our names and logos, used as this Agreement allows, infringe their intellectual property rights. Both indemnities are subject to Sections 11.2 and 11.3.

Handling claims. The party relying on an indemnity notifies the other of the claim within a reasonable time and gives it the information it reasonably can; a delay reduces the other's obligation only to the extent the delay has harmed it. The party the claim is made against controls its defence and keeps the other informed, but does not agree a settlement that the other is to pay without the other's written consent, which may not be unreasonably withheld or delayed. An indemnity does not cover any part of a claim caused by the indemnified party's own breach of this Agreement or, for us, of a Customer Agreement.

Changes. This Agreement can be changed only by a written agreement signed by both parties. We may, however, update the Acceptable Use Policy and the Security Policy from time to time; Sections 7.1 and 7.3 refer to the version published at bankconnector.com/legal at the relevant time. We give you at least 30 days' notice of a change that materially adds to your obligations under them, unless a shorter period is needed for security or by law. If either Policy conflicts with this Agreement, this Agreement prevails.

Your information. We keep confidential the non-public information you give us about your business, use it only for this Agreement, and disclose it only to our personnel, subcontractors and advisers bound by confidentiality. This continues for 5 years after this Agreement ends, and for trade secrets for as long as they remain secret.

Exclusions. Sections 7.4 and 12.2 do not cover information that is or becomes public through no fault of the receiving party, that the receiving party already knew or developed independently, or that it rightfully received from a third party without a duty of confidentiality. Disclosure required by law is permitted, with prior notice to the other party where lawful.

Intellectual property; feedback. We retain all rights in the Services (including the conversion engine, bank profiles, formats and validation rules), the Bank Guides, the Documentation, and our names and logos. You retain all rights in your own names, logos, integrations and materials. Each party receives only the rights this Agreement expressly gives it. You grant us a non-exclusive, perpetual, royalty-free licence to use any feedback and suggestions you give us about the Services.

Assignment; subcontracting. Neither party may assign this Agreement without the other's consent, except on notice to an affiliate or to an acquirer of the business or assets concerned. If you are acquired by a business that offers a product or service similar to the Services, we may end this Agreement on notice. Each party may use subcontractors to perform this Agreement and remains responsible for them.

Notices. Notices under this Agreement are given by email: to us at legal@bankconnector.com, and to you at the email address you have given us for the partner area. We may also give other notices in the partner area, but notices of termination, of breach or claiming an agreed penalty are always given by email. Notices are deemed received on the next business day.

Miscellaneous. This Agreement is the entire agreement between the parties about its subject matter and supersedes prior discussions. If a provision is held unenforceable, it is modified to the minimum extent necessary and the rest stays in force. A failure to enforce is not a waiver. Neither party is liable for failure caused by events beyond its reasonable control. This Agreement is drawn up in English, and the English text controls.

Governing law and venue. This Agreement is governed by Danish law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The City Court of Copenhagen (Københavns Byret) is the exclusive venue.