Terms & Conditions
DEVELOPER AGREEMENT (this “Agreement”)
1 BACKGROUND INFORMATION
1.1 Bjorn Lunden AB (“Bjorn Lunden”) is a leading provider of cloud-based software and services for accounting, invoicing, and business administration.
1.2 Bjorn Lunden provides an API (the “API”) via its website, granting access to information, code, and other materials (the “API Content”).
1.3 This Agreement outlines the conditions under which the API is made available, how you are permitted to use the API, and your rights and obligations when utilizing the API Content in your own products and/or services.
1.4 By accepting the terms of this Agreement, you confirm that you have read, understood, and agreed to the terms set forth herein, as well as any documents referenced in this Agreement.
1.5 Please note that any use of Bjorn Lunden’s products and services, including the right to integrate such products and services with other software solutions, is governed by separate terms of use available at https://www.bjornlunden.com.
2 DEFINITIONS
In this Agreement:
“Additional Terms” has the meaning set out in clause 10.1.
“Agreement” has the meaning set out above.
“Change Policy” means the Bjorn Lunden at all times applicable change policy.
“API” has the meaning set out above.
“API Content” has the meaning set out above.
“Customer” means a company, sole proprietorship, other legal entity, or a natural person in Sweden that has entered into an agreement with Bjorn Lunden and/or you.
“Bjorn Lunden” has the meaning set out above.
“Bjorn Lunden General Terms and Conditions” means Bjorn Lunden’s then-current general terms and conditions applicable to Customers.
“Bjorn Lunden Privacy Policy” means the then-current privacy policy provided by Bjorn Lunden.
“Bjorn Lunden Review Guidelines for Developers and App Marketplace” means the then-current review guidelines issued by Bjorn Lunden for developers and the App Marketplace.
“Bjorn Lunden Trademark Guidelines” means the then-current guidelines for using any trademarks owned by Bjorn Lunden.
“GDPR” has the meaning set out in clause 12.1.
“Integrated Application” means the application that you provide which connects to the Services through the API.
“Services” means the services provided by Bjorn Lunden, which a Customer has entered into an agreement to use.
“Technical Documentation” means Bjorn Lunden’s then-current technical documentation.
3 LICENSE
3.1
Bjorn Lunden grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the API in accordance with the terms of this Agreement. This license is intended solely for the purpose of enabling you to develop and offer Integrated Applications to Customers. Nothing in this Agreement restricts Bjorn Lunden or its data providers from freely using, modifying, evolving, or discontinuing the API, the API Content, or any related tools, services, or technologies.
3.2
As outlined in subsequent sections, Bjorn Lunden will notify you of any updates or changes that may affect the availability or functionality of the API.
4 TECHNICAL REQUIREMENTS AND LIMITATIONS
4.1
You are only permitted to connect to the API in accordance with the technical guidelines and instructions provided by Bjorn Lunden. You may not use any unauthorized methods or tools to access, interfere with, or disable the API. This includes, but is not limited to, introducing viruses, worms, Trojan horses, or any other form of malicious code or software into the API or the platform through which the API is made available.
5 OTHER REQUIREMENTS OF USE
5.1
You may not use the API or API Content in connection with products or services that may cause harm to Bjorn Lunden’s business or, in Bjorn Lunden’s reasonable opinion, conflict with its interests. This includes, for example, using the API for products or services that directly compete with current or future offerings from Bjorn Lunden.
5.2
You may not use the API or API Content in connection with any product or service that violates applicable laws or regulations, or that could be considered misleading, harmful, or detrimental to Customers.
5.3
You agree to thoroughly test your Integrated Application to ensure it works correctly with the API, both during initial development and after any updates or changes made to the API.
5.4
You commit to offering your Integrated Application as an internet-based service to Customers.
5.5
You are responsible for keeping your contact information up to date to ensure that Bjorn Lunden can reach you regarding changes to the API or related matters.
5.6
If you have questions regarding the restrictions described in this section or wish to use the API or API Content in a way that differs from what is permitted here, you may contact us at developer@bjornlunden.se. However, you may not proceed with such usage unless you have received prior written approval from Bjorn Lunden.
5.7
You are responsible for providing support to your own Customers in relation to their use of your Integrated Application.
6 INTELLECTUAL PROPERTY RIGHTS
6.1
The API, including its structure, source code, and related materials, is owned by Bjorn Lunden and/or its third-party partners. All intellectual property rights remain with the respective owners. Unless you have received prior written authorization from Bjorn Lunden, you may not claim ownership of, publish, reproduce, license, distribute, or otherwise use the API or its components in a way that infringes upon those rights.
6.2
You agree to defend and indemnify Bjorn Lunden, at your own expense, against any claims, actions, or legal proceedings brought against Bjorn Lunden as a result of your improper use of the API, or due to Bjorn Lunden’s interaction with your Integrated Application via the API.
This includes covering any costs, settlements, or damages that may result from such claims—provided that Bjorn Lunden promptly notifies you in writing of the claim and allows you full control over the legal defense and any negotiations regarding settlement. Your liability for intellectual property infringement shall be limited to the scope outlined in this clause.
6.3
This Agreement does not grant you any ownership or usage rights to the Services or related software beyond those explicitly stated. You are not permitted to copy, alter, distribute, or otherwise manipulate any part of the Services or associated materials, nor to transfer such rights to others, unless explicitly agreed in writing with Bjorn Lunden.
6.4
You are required to comply with the most recent version of the Bjorn Lunden Trademark Guidelines when using any Bjorn Lunden trademarks, logos, or branding elements. These guidelines are available via the Bjorn Lunden developer portal.
6.5
Nothing in this Agreement transfers the ownership or intellectual property rights of your Integrated Application to Bjorn Lunden or any third party.
7 TRADEMARK LICENSING AND MARKETING
7.1
By interacting with the API, you grant Bjorn Lunden a limited, non-exclusive, non-transferable, and non-sublicensable right to use your trademark and the name of the Integrated Application that utilizes the API and/or API Content. This usage is strictly for reference purposes—to indicate that your application is integrated with the Bjorn Lunden API. Bjorn Lunden’s right to use your trade name and branding is restricted to this specific context and may not be used for other purposes without your consent.
7.2
You agree to market your collaboration with Bjorn Lunden in accordance with mutually agreed guidelines, and only after obtaining prior approval from Bjorn Lunden regarding the content and manner of such marketing.
8 AVAILABILITY
8.1
You agree to maintain the availability of your Integrated Application at a level consistent with the service availability that Bjorn Lunden commits to its Customers. The availability commitment from Bjorn Lunden is specified in the applicable version of the Bjorn Lunden General Terms and Conditions.
8.2
Both parties agree that the availability of their respective services—including your Integrated Application—should be maintained at a level of ninety-five percent (95%) uptime or higher.
9 RIGHT TO MAKE CHANGES
9.1
Bjorn Lunden reserves the right to modify, update, or otherwise adjust the API and/or API Content in accordance with the applicable Change Policy. We aim to notify you via email, using the address you have provided, at least thirty (30) days before any changes take effect. Our intention is to clearly explain the purpose of the changes, their potential impact, and whether any action may be required on your part.
9.2
Bjorn Lunden is not liable for any adjustments, redevelopment efforts, or costs you may incur as a result of modifications to the API, the API Content, this Agreement, or any related documents, guidelines, or policies issued by Bjorn Lunden.
9.3
Your continued use of the API after any changes have been implemented will be deemed as acceptance of those changes. If you do not agree to a change, you must cease use of the API and disconnect your Integrated Application in accordance with the “Term and Termination” section of this Agreement.
10 CHANGES AND AMENDMENTS TO THIS AGREEMENT
10.1
Bjorn Lunden reserves the right to update or revise this Agreement, including any associated policies, guidelines, or rules, at its sole discretion and at any time. Any such changes will be reflected in a newly issued version of the Agreement.
It is your responsibility to stay informed about these updates, which may include new terms, amendments, supplements, or additional rules and policies (“Additional Terms”) that Bjorn Lunden will make available to you. These Additional Terms are considered part of this Agreement by reference, and your continued use of the API following any such updates constitutes your acceptance of the revised terms.
11 RESTRICTIONS IN ACCESS
11.1
Bjorn Lunden reserves the right to limit or suspend access to the API for you or one or more of your Customers if such action is necessary to prevent more than minor harm, or if other justified reasons exist for doing so. Any such restriction will be proportionate and limited to what is reasonably necessary based on the circumstances at hand.
12 PROCESSING OF PERSONAL DATA
12.1
To access the API Content and submit requests via the API, you may be required to register certain personal data related to yourself or your employees (as applicable). By providing such data, you confirm that you—and any employees whose data you submit—have reviewed and accepted the Bjorn Lunden Privacy Policy. You also acknowledge that Bjorn Lunden acts as the data controller when processing this personal data in accordance with the General Data Protection Regulation (GDPR).
12.2
Both parties acknowledge that any exchange of personal data between Bjorn Lunden and your Integrated Application takes place on behalf of the mutual Customer. Any such transfer is made under the instruction of that Customer. As such, each party acts as an independent data controller or processor, as applicable, in relation to the Customer.
12.3
If you process personal data on behalf of a Customer (i.e., as a data processor), you guarantee that you have entered into a valid data processing agreement with the Customer in accordance with applicable data protection legislation.
12.4
Each party warrants that it has the legal right to transfer personal data to the other party and to process personal data received from the other party, on behalf of the Customer. Each party agrees to indemnify the other against any claims brought by the Customer or third parties arising from a breach of this warranty.
12.5
If one party is considered a service provider (i.e., a sub-processor) to the other, both parties agree to enter into a data processing agreement that ensures equivalent obligations are passed on to the sub-processor in line with the processor’s responsibilities toward the Customer. Both parties acknowledge that the Customer retains full ownership of all data, including personal data, unless otherwise specified in the agreement with the Customer. This Agreement does not grant either party any rights to the Customer’s data. Each party must rely on its own agreement with the Customer to process such data and agrees to indemnify the other for any claims related to improper use or handling of Customer data in violation of this Agreement or any other applicable agreement.
13 LIABILITY AND LIMITATIONS OF LIABILITY
13.1
We are continuously working to improve the API and appreciate your feedback regarding any errors, issues, or unexpected behavior. You are welcome to report such matters by contacting us at api.se@bjornlunden.com. Please note, however, that our ability to correct errors or defects may be limited, as outlined in this section.
13.2
Bjorn Lunden provides the API and API Content without formal guarantees. However, we strive to respond swiftly to any reported critical incidents that impact the availability or functionality of the API, in accordance with our general terms.
13.3
Your use of the API and API Content is entirely at your own risk. Bjorn Lunden is not liable for any direct or indirect damages arising from your use of—or inability to use—the API. Indirect damages include, but are not limited to: loss of profit, downtime in your Integrated Application, costs for alternative services, loss or corruption of data, troubleshooting expenses, loss of goodwill, and damages caused by viruses or other security issues.
13.4
Bjorn Lunden’s liability under this Agreement is limited to you as the user of the API. We assume no responsibility for any claims or losses incurred by your Customers, partners, suppliers, or other third parties.
13.5
If you submit data or content via the API, you are solely responsible for ensuring that you have the legal right to do so. This includes, but is not limited to, confirming that:
(i) you do not infringe upon the intellectual property rights of others,
(ii) you are authorized to share any personal data involved, and
(iii) the content you distribute does not violate applicable laws or imply encouragement of unlawful activity.
13.6
You agree to indemnify and hold harmless Bjorn Lunden, its partners, and employees from any claims, damages, or liabilities arising from misuse of the API or API Content by you or by any third party under your responsibility and control, in violation of this Agreement.
13.7
You further agree to indemnify Bjorn Lunden, its partners, and employees from any claims resulting from the provision of inaccurate or misleading information by you—or any party for whom you are responsible—within the Services.
14 CLAIMS
14.1
Any claims under this Agreement must be submitted in writing and without undue delay after the party becomes aware—or reasonably should have become aware—of the circumstances giving rise to the claim. Unless otherwise specified in this Agreement, claims must be made no later than two (2) months from the date the relevant event occurred. Claims submitted after this period will be considered invalid.
15 REVIEW
15.1
Bjorn Lunden reserves the right to conduct reviews and evaluations of your use of the API and your Integrated Application, in accordance with the Bjorn Lunden Review Guidelines for Developers and the App Marketplace. These reviews may include technical, legal, and functional assessments to ensure compliance with applicable terms and standards.
16 TERM AND TERMINATION
16.1
This Agreement—and your license to use the API—takes effect upon your acceptance of the terms and remains in force for as long as Bjorn Lunden makes the API available, unless terminated earlier in accordance with this section.
16.2
Bjorn Lunden reserves the right to immediately terminate this Agreement and revoke your access to the API if you breach any of the terms outlined herein. We also retain the right, upon prior notice and in accordance with our Change Policy, to partially or fully discontinue the API and/or API Content, either temporarily or permanently.
16.3
Bjorn Lunden may also terminate this Agreement, in whole or in part, if you or any party under your responsibility repeatedly submit incorrect or misleading information to the Services.
16.4
If you fail to integrate your application with the Services within four (4) months after Bjorn Lunden makes an updated version of the Service available to Customers, we reserve the right to terminate the Agreement in full or in part.
16.5
We may also terminate the Agreement immediately—or at a time of our choosing—if you or someone under your responsibility violates any applicable Bjorn Lunden policies or documentation, including (but not limited to):
– Review Guidelines for Developers and the App Marketplace
– Change Policy
– Trademark Guidelines
– Technical Documentation
– Or any other official documents issued by Bjorn Lunden.
16.6
Either party may terminate the Agreement with immediate effect if the other party’s service availability falls below ninety-five percent (95%) during three (3) consecutive calendar quarters.
16.7
You may terminate this Agreement at any time, without cause and at no cost, by ceasing use of the API and deregistering your developer account via Bjorn Lunden’s website.
16.8
Notwithstanding other provisions, either party may terminate this Agreement with immediate effect if the other party:
a) materially breaches the Agreement and fails to remedy the breach within thirty (30) days of receiving written notice; or
b) enters liquidation, declares bankruptcy, suspends payments, or is otherwise deemed at risk of insolvency.
16.9
Upon termination of your right to use the API or API Content, you must immediately disconnect and delete all API integrations, and remove all references to Bjorn Lunden’s name, trademarks, or branding from your products, services, and applications.
16.10
Bjorn Lunden may terminate this Agreement if there is a substantial change in your ownership structure, or if a significant portion of your business or assets is transferred. You are obligated to notify Bjorn Lunden of such changes without delay.
16.11
From the date of termination, your application may no longer be connected to the Services, and neither you nor your Customers may access the API. Upon request from a Customer, you must delete any customer-related data stored in your Integrated Application.
17 CONFIDENTIALITY
17.1
Both parties agree not to disclose any “Confidential Information” to third parties without the prior written consent of the other party, both during the term of this Agreement and after its termination.
“Confidential Information” refers to any non-public economic, technical, commercial, or otherwise sensitive information relating to a party or its affiliated companies, whether documented or not, and whether obtained directly or indirectly in connection with this Agreement.
However, the following is not considered Confidential Information if the receiving party can demonstrate that the information:
a) was already publicly known or later becomes public through no breach of this Agreement;
b) was independently developed without reliance on the other party’s confidential materials;
c) was lawfully obtained from a third party with no obligation of confidentiality; or
d) was already known to the receiving party without restriction at the time it was disclosed.
17.2
Notwithstanding clause 17.1, Bjorn Lunden is entitled to share specific Confidential Information with companies within the Bjorn Lunden group, trusted partners, and subcontractors. This includes:
a) identifying information about you;
b) information necessary to provide or improve Bjorn Lunden’s Services; and
c) details needed by third-party partners offering services closely connected to Bjorn Lunden’s ecosystem, in order for them to develop or deliver those services.
17.3
Each party agrees to use Confidential Information solely for fulfilling its obligations and exercising its rights under this Agreement.
17.4
Both parties shall ensure that access to Confidential Information is limited to only those employees or subcontractors who need such access to carry out responsibilities under this Agreement. Where subcontractors are involved, the disclosing party must ensure they are bound by confidentiality obligations equivalent to those outlined in this section.
17.5
Nothing in this Agreement shall prevent a party from disclosing Confidential Information if such disclosure is required by law, regulation, court order, government authority, or applicable stock exchange rules. This also includes disclosures required by criminal investigation authorities (such as the Police, Prosecutor’s Office, or the Economic Crime Authority) in cases where the matter involves potential criminal offenses punishable by imprisonment.
18 FORCE MAJEURE
18.1
Neither party shall be held liable for any failure or delay in fulfilling its obligations under this Agreement if such failure or delay is due to circumstances beyond the party’s reasonable control, and which could not reasonably have been foreseen or prevented. This includes, but is not limited to: war, governmental intervention, new or amended legislation, labor disputes, trade or currency restrictions, embargoes, fire, natural disasters such as flooding, or other comparable events.
18.2
A party seeking to rely on a force majeure event must notify the other party in writing without undue delay, both when the event begins and when it ends.
18.3
Notwithstanding the above, either party shall have the right to terminate this Agreement with immediate effect by written notice if the performance of a material obligation is prevented or delayed for more than six (6) consecutive months due to a force majeure event, without incurring any liability or penalties.
19 NOTICES
19.1
Each party shall appoint a designated contact person responsible for all communication and coordination related to this Agreement. The appointed contact person shall be authorized to act on behalf of their respective party concerning the practical execution of the Agreement. Each party is responsible for ensuring that their contact person possesses the necessary competence and qualifications. Any changes to the designated contact person must be communicated promptly to the other party.
19.2
All notices, consents, or other forms of communication required or allowed under this Agreement must be made in writing. Such communication shall be considered received as follows:
– By courier: one (1) business day after dispatch,
– By registered mail: two (2) business days after posting,
– By email: at the time of sending, unless delivery failure is reported.
20 ASSIGNMENT
20.1
You may not assign or transfer your rights or obligations under this Agreement to any third party without prior written consent from Bjorn Lunden. However, Bjorn Lunden reserves the right to assign this Agreement, in whole or in part, to any of its group companies or to a third party acquiring all or part of its business, provided that you are notified in advance.
20.2
Notwithstanding the above, both you and Bjorn Lunden are permitted to engage subcontractors for the performance of specific services under this Agreement. However, the engaging party remains fully responsible for the acts and omissions of any subcontractor and for ensuring that all obligations under this Agreement are upheld.
21 GOVERNING LAW AND DISPUTES
21.1
This Agreement shall be governed by and interpreted in accordance with the laws of Sweden, without regard to its conflict of law principles.
21.2
Any dispute, controversy, or claim arising out of or in connection with this Agreement—including its breach, termination, or validity—shall be finally resolved through arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
Unless otherwise determined by the SCC based on the complexity of the case, the amount in dispute, or other relevant factors, the SCC’s Rules for Expedited Arbitrations shall apply. The SCC will also decide whether the arbitration will be conducted by one or three arbitrators.
The seat of arbitration shall be Stockholm, Sweden. The language used in the proceedings shall be Swedish.
21.3
All arbitration proceedings shall be treated as confidential. This confidentiality applies to all information disclosed during the process, as well as to any decisions or arbitral awards issued. Neither party may disclose such information to third parties without the written consent of the other party, unless such disclosure is required to assert or defend legal rights, or is mandated by law, regulation, or a decision from a public authority.
21.4
Notwithstanding the above, either party has the right to submit claims to the competent Swedish court or authority if the amount in dispute is less than one hundred thousand (100,000) SEK.
22 PRICING AND FEES
22.1
We reserve the right, at any time and at our sole discretion, to introduce or modify fees for the use of our API. Such fees may be based on metrics including, but not limited to, the number of API calls, calls made to specific endpoints (e.g., the Invoice endpoint), or other relevant usage metrics. Any new or modified fees and billing terms will be communicated to you in writing at least thirty (30) days prior to their effective date. Your continued use of the API after the introduction or modification of any fees will constitute your acceptance of these fees and billing terms.