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2.2. Accounting Office and Clients
2.2.1. In order to purchase an Accounting Office (AO) right of use for the Software, the Customer must be a public accountant that provides accounting, bookkeeping, auditing services and/ or tax consultancy services to Clients (AO Services) and, if required under applicable regulations, certified through the applicable Financial Supervisory Authority or other authority that regulate financial markets. Other types of related business, e.g. shared services centre, may be permitted after, in each case, prior written approval from Visma.
2.2.2. The Customer is granted a limited, non-exclusive, revocable and terminable right to access and Use the Software solely and exclusively to provide the aforementioned AO Services to its Clients.
2.2.3. Clients are named end user customers of the Customer. The Software may only be used for the internal business operations of the Client. User accounts may be assigned to Clients subject to 2.2.8.
2.2.4. For clarification, the Customer may not use the Software in any entity in which the Customer owns or controls less than 50%, or provide any Client accounts to the Software without also providing AO Services. “Internal business operations” means operations and activities related solely to the Client’s business, such as its accounting and payments, and shall under no circumstance be interpreted as allowing the Client to operate as a service provider, accounting office or similar.
2.2.5. The right of use granted herein, including for individual Clients, may not be transferred or assigned to any entity whatsoever, in whole or in part, under any circumstance (including mergers and demergers, bankruptcy, change of ownership or control or to affiliates) without prior written authorisation from Visma in each case, which shall not unreasonably be withheld.
2.2.6. Any contracts for AO Services are between the Customer and its Clients, and Visma is not part of, nor liable for, such contracts.
2.2.7. The Customer is solely responsible for its Use of the Software, including any Use by its Clients. The Customer is solely responsible for the content and legality of the Customer Data (including Client Data), and shall not transfer or process harmful code, data or similar (such as viruses) to or with the Software, nor use the Software for unlawful or malicious purposes.
2.2.8. Users are administered by, and the responsibility of, the Customer. Users shall have the necessary rights from the Customer or Client to Use the Software. All User accounts are for single named individuals. For clarification, the Customer may assign User accounts to Clients, third party individuals performing actions on behalf of and for the benefit of the AO or Client, such as the Client’s accountant, auditor, consultant and similar.
2.2.9. The Customer may not act or give the impression that it is a producer, owner, shared service centre, reseller, Partner (unless also certified as such by Visma) or distributor of Visma, nor enter into any warranty or representation on behalf of Visma or concerning the Software except as expressly set forth herein.
2.2.10. The Customer shall ensure that the Client is able to exercise its right to its own client- specific data as defined in applicable national accounting laws and regulations, and the right to obtain such data, in the most efficient and richest possible technical format supported by the Software, and for a nominal fee only.
2.2.11. The Customer shall indemnify Visma from all claims, costs, expenses resulting from claims, requests etc. by a Client directly towards Visma.