1 GENERAL PROVISIONS
1.1 These General Terms and Conditions apply to the customer (the "Customer") named in the offer ("Offer") and/or (the "Agreement") and Netsecurity AS ("Netsecurity").
1.2 These General Terms and Conditions shall form an integral part of the Agreement and apply to Netsecurity's delivery of the Service, Product and/or Consultancy Services further described in the Offer or Agreement. The following terms apply to deliveries of "software as a service" (SaaS) ("the Service"), and to the delivery of Products ("Products"), licenses, support services, and consultancy services ("Consultancy Services"). In the sections below, both general and more specific terms related to the various deliveries will be further specified.
1.3 By entering into a customer relationship with Netsecurity, the Customer accepts the General Terms and Conditions below, as well as the at all times applicable Third Party terms and conditions. The person accepting or signing the Agreement on behalf of the Customer, confirms having the legal capacity to enter into a customer relationship on behalf of the Customer.
1.4 Netsecurity reserves the right to amend the current Terms and Conditions at any given time. Amended terms and conditions will at all times be available online. Amendments with significant influence on the delivery, or the rights or obligations of either Netsecurity or the Customer will be notified. Any continued use of the Service, Product or Consultancy Service will constitute a binding consent to the amended General Terms and Conditions.
1.5 The customer relationship comes into force as of the start date stated in the Offer or Agreement and shall remain in force until termination of the Agreement as according to Section 7.
2 LICENSE AND USE OF SERVICES AND PRODUCTS
Subject to these General Terms and Conditions, Netsecurity hereby grants the Customer a non-exclusive, non-transferrable, revocable, time-limited license to use the Service ("the Service") or the Product (the "License"). The License includes all rights necessary for the Customer to use the Service or the Product as agreed.
Rights given under these General Terms and Conditions are conditional upon the Customer fulfilling all its obligations under the General Terms and Conditions, as well as the Offer or an Agreement. The Customer may not in any case transfer rights to the License or in any other way give any third parties access or the right to use the License, without written consent from Netsecurity.
2.1 Should the Customer make use of Netsecurity's customer portal (portal.netsecurity.no), the Customer confirms that the information provided to Netsecurity in connection with the registration of a user account is correct and updated at all times. The Customer shall personally ensure the security of its user account and user information. If the Customer has reason to believe that the user account is no longer secure, the Customer must notify Netsecurity as soon as possible by e-mail to support@netsecurity.no.
2.2 Netsecurity has a right to carry out certain technical, functional or other changes to the Product or the Service in order to ensure the best possible level of security for the Customer.
3 THIRDPARTY SUPPLIERS
3.1 Netsecurity will engage several sub-suppliers as part of delivering the Service, Product or Consultancy Services. In certain cases, the sub-suppliers will require the customer to sign separate Third Party terms and conditions ("Third Party terms and conditions"). Such Third Partyterms and conditions shall have precedence. By entering into a customer relationship with Netsecurity, the Customer acknowledges and accepts these Third Party terms and conditions.
If Netsecurity's suppliers should make any changes, improvements or adjustments to their services, products or terms and conditions delivered to Netsecurity, Netsecurity may at any time, upon reasonable notice, carry out corresponding changes, improvements or adjustments to the Service, Product and General Terms and Conditions toward its Customers.
If Netsecurity's suppliers are for any reason unable to continue delivering the specific input modules that form a part of the Service, Product or Consultancy Service, Netsecurity shall have the right to replace the suppliers' input with a corresponding input module of the same quality, delivered by different supplier. Failure to deliver any input module due to issues on the part of a supplier shall not constitute at breach of these General Terms and Conditions.
The sub-suppliers will in certain cases have a right to adhere to the Agreement between Netsecurity and the Customer to enforce their rights in connection with the delivery of the input module in question. By accepting Netsecurity's General Terms and Conditions, the Customer grants the sub-supplier in question such right.
4 SPECIAL TERMS FOR SERVICES: SERVICE LEVEL (SLA) AND SUPPORT
4.1 Service Level. The service level for each service is specified in the Service Description for the relevant service or the Agreement with the Customer.
4.2 Support. If the Parties have agreed to support and maintenance services, Netsecurity shall deliver its Services in accordance with the terms of Support and Maintenance as specified in the Service Description for Support or the Agreement with the Customer. Netsecurity reserves the right to change these terms at any time, cf. section 1.4.
5 PAYMENT
5.1 The Customer shall pay for the Product or the Consultancy Service according to Netsecurity's current fees at any given time.
5.2 In addition to the current pricing terms, the following applies: For agreed overtime work in the interval 16.00-21.00 on regular working days, there will be an additional charge of 50% of the normal hourly fee. Agreed overtime work at other times will be subject to an additional charge of 100% of the normal hourly fee. Agreed overtime work on public holidays will be subject to an additional charge of 100%. Any travel time will be charged at a lower hourly rate. Travel, subsistence and any other travel expenses will be charged at government rates.
5.3 All fees and charges that the Customer undertakes to pay for the Service, Product or Consultancy Service shall be paid within thirty (30) days after Netsecurity has issued an invoice.
Netsecurity reserves the right to adjust the fees payable under the Agreement annually corresponding with the increase of the Norwegian consumer price index (Nw. Hovedindeks), with the first adjustment made based on the index of the month the Agreement is signed. Netsecurity is entitled to carry out price adjustments for its deliveries following expiration of the current agreement term or at renewal of the Agreement according to Section 7.
5.4 Netsecurity may adjust the fees toward the Customer if any changes in regulations or decisions on public dues cause an impact on Netsecurity's charges or costs. In such case, Netsecurity shall notify the Customer. The adjusted fees must be documented and shall apply as of the time the Customer receives notification of the changes.
5.5 If Netsecurity's suppliers should adjust the price of their services provided to Netsecurity, Netsecurity reserves the right to adjust the Customer's fee accordingly. The same shall apply if substantial changes in currency rates should entail increased prices from suppliers.
If the Customer does not pay in accordance with Section 5.3, a notice of debt collection will be issued with a new due date. Netsecurity may require any charges and interest accrued on overdue amounts be covered in accordance with the Debt Collection Act, the Act relating to Interest on Overdue Payments, etc., and other applicable legislation.
Non-payment shall always be considered a material breach of agreement by the Customer in accordance with Section 7.5. Netsecurity has the right to suspend delivery of the Service, Product or Consultancy Service in case of non-payment and reserves the right to do so without prior warning if the Customer fails to pay within 30 days of receipt of first payment order.
6 CHANGE OF SCHEDULE AND COMPENSATION
If the customer, after the delivery date has been agreed upon, wishes to change the schedule, the supplier is entitled to compensation for incurred costs and any lost income resulting from the change. This includes, but is not limited to, costs related to time already allocated for consultants and the purchase of goods made to ensure the completion of the project within the originally agreed timeline.
The compensation may include the following:
6.1 Payment for work performed
If work or preparations have already been completed before the change, the supplier may request partial payment for the work performed.
6.2 Reimbursement of procurement-related costs
The customer shall cover the actual costs of goods or services procured according to the original schedule.
6.3 Administration fee for changes
In case of significant administrative efforts related to adjusting the delivery, the supplier may charge a fee for extra administration and planning.
The parties shall jointly agree on the final compensation. Payment shall be made according to the agreed payment terms.
7 DATA PROTECTION
7.1 Netsecurity may process personal data made available through deliveries under the Agreement. Such data may include contact info, usernames, login details, personalia, employer and position in the company. Netsecurity has the role of data processor when processing such data, and Netsecurity and the Customer shall therefore enter into a Data Processing Agreement.
7.2 Netsecurity may also process personal data which is collected directly from Netsecurity's customers and suppliers (i.e. information on contact persons in commercial agreements). In such cases, Netsecurity will hold the role of data controller. Netsecurity will at all times process the Customer's personal data in accordance with the general privacy statement on https://www.netsecurity.no/personvernerklaring, the special terms that apply to the Service, Product or Consultancy Service and applicable legislation. Netsecurity's privacy statement forms an integral part of these terms and conditions.
8 TERM AND TERMINATION
8.1 Agreements regarding Consultancy Services or Products where delivery of a specific result is agreed will remain in force until the agreed result has been achieved.
8.2 Agreements on Consultancy Services or Products delivered on a consecutive basis shall have an initial term as set out in the Offer or the Agreement with the Customer.
8.3 The term of agreements on the delivery of Services follows the Offer or other Agreement.
8.4 In case the Agreement does not have a set duration, Netsecurity will renew the Service Agreement automatically and issue an invoice thirty (30) days prior to the due date, in case the Agreement is not terminated according to Section 7.5 of the General Terms and Conditions. The customer relationship with Netsecurity can be terminated at any time at the Customer's discretion but will as a minimum remain in force throughout the commitment period. Netsecurity may terminate the Agreement with a 3-month notice prior to the time of renewal.
8.5 If the Customer wishes to terminate the Agreement before the expiry of the commitment period, the Customer is obliged to pay a penalty corresponding to the remaining monthly fees payable. This means for example that if the Customer terminates the Agreement with 3 months remaining of the commitment period, or 6 months remaining before the agreed result shall be achieved, the Customer will have to pay a penalty corresponding to the remaining months' fee. In cases where a timeline has been agreed, then this shall form the basis for calculation of the remaining period, accounting for preliminary progress, correspondence between the parties, and if it could reasonably be expected that the result would have been delivered in accordance with the agreed timeline.
8.6 Netsecurity is entitled to suspend the Customer's access to the Service, Product or Consultancy Service and choose to terminate the Agreement with immediate effect if the Customer should commit a material breach of any of the provisions of the Agreement. Any obligations carried by Netsecurity under the Agreement will lapse in their entirety, to the extent possible according to current legislation.
8.7 The customer must notify the supplier without undue delay of any conditions that the customer understands, or should understand, could impact the delivery execution, including any expected delays. If the customer causes a delay in the delivery according to the agreed schedule, whether related to consulting services, product deliveries, or other services, the supplier may invoice for the costs incurred in accordance with the agreement, including any documented additional work or expenses resulting from the delay."
9 THE DELIVERY OF PRODUCTS AND / OR CONSULTANCY SERVICES
9.1 Products
The state of the delivered Product shall be in accordance with all requirements agreed with the Customer in the Offer or the Agreement regarding character, quantity, quality, attributes etc. Netsecurity does not guarantee deliveries that are dependent on a Third Party, or circumstances that fall outside of what is agreed.
9.2 Consultancy Services
9.2.1 In cases where delivery of a specific result has been agreed, Netsecurity will strive to ensure that the delivered product is largely in accordance with the agreed result. However, the Customer is aware that the result may not be flawless and may need some improvements. The Agreement does not include any legal obligation of results from Netsecurity.
9.2.2 If the delivered result is not in line with the abovementioned, Netsecurity shall amend the confirmed deviations at its own cost, provided that the Customer notifies of the deviation within one (1) month after delivery. Any other changes shall be made in accordance with the current rates that apply to the Consultancy Services.
9.3 For Products and Consultancy Services
Where the Products or Consultancy Services are delivered on a running basis, the deliveries shall be carried out based on continuous cooperation and agreement with the Customer. Netsecurity shall strive to meet the Customer's needs and requirements at any given time, as far as reasonably can be expected based on Netsecurity's expertise, available personnel, and the Customer's time frame.
10 INTELLECTUAL PROPERTY RIGHTS
10.1 All intellectual property rights in and to the Service, Product or Consultancy Service which belong to Netsecurity, as well as all suggestions, ideas, improvements, requests, feedback, and other information from the Customer or any other party related to the Service, Product, or Consultancy Service, shall be exclusively owned by Netsecurity.
All intellectual property rights in and to the Service, Product or Consultancy Service which belong to Netsecurity's suppliers, shall be owned exclusively by the specific supplier in question.
10.2 Intellectual property rights include inter alia: all copyrights, adaptation rights, rights to printing, renditions, public statements, public performances, synchronizing rights, right to be listed as author of the work/works, artist name, patents, patterns, trademarks, service marks, slogans, commercial symbols, logos, other proprietary marks, inventions, trade secrets, know-how, source codes, object codes, and/or other intellectual property rights, as well as applications used for the same purposes.
10.3 The Customer may not use, reproduce or allow any other party to use or reproduce trademarks or other trade names shown in connection with the Product, Service or Consultancy Service regardless of program content and/or the material distributed on or in connection with the program, without prior written consent from Netsecurity.
11 LIABILITY
11.1 Netsecurity makes no warranty of any kind, including, but not limited to, warranties of functionality, fitness for a particular purpose, security, integration, performance or accuracy, implied warranties arising from law, course of dealing, course of performance, or infringement of Third Party intellectual property rights.
Netsecurity is not liable to the Customer for any failures in the Product, Service or Consultancy Service which are the fault of Netsecurity's suppliers. The Customer may not invoke breach of fulfilment of the agreed quality standard after the date of delivery if the failure is the fault of Netsecurity's suppliers. However, Netsecurity undertakes to report the failure in question to its suppliers and keep the Customer informed of the status of rectification.
11.2 Netsecurity is not liable for any indirect loss. Indirect loss includes, but is not limited to, any lost profits, lost savings, lost data, or liabilities to any third parties except in case of imposed liability for defect in title. However, these limitations do not apply if the loss is incurred due to deliberate actions or gross negligence.
Netsecurity's total and maximum liability during the agreement term shall under no circumstance exceed the license fee paid excl. VAT. However, the limitation of liability does not apply if the loss is incurred due to deliberate actions or gross negligence on the part of Netsecurity.
11.3 Netsecurity is not responsible for obstructions or limitations which reduce Netsecurity's offer to the Customer if the circumstances are beyond Netsecurity's control and Netsecurity was unable to predict or overcome the consequences of such circumstances.
The Customer undertakes to fulfil its obligations under the General Terms and Conditions in accordance with all applicable laws and regulations.
12 INDEMNITY
12.1 The Customer hereby agrees to defend and indemnify and hold Netsecurity, its directors, parent company, subsidiaries, affiliated companies, licensees and suppliers, harmless of any claim, liability, damages, compensation, loss or expenses (including reasonable legal fees) which may occur as a result of the Customer's use of the Product or the Consultancy Service.
13 FORCE MAJEURE
13.1 A party may not invoke breach of contract if the issue is a result of circumstances beyond the party's reasonable control and the party could not have foreseen and cannot be reasonably expected to overcome. If such circumstances should occur, the party shall inform the other party of any consequences as soon as the problem becomes apparent, and if possible, how long the party will be unable to fulfil its obligations. As soon as the issue is resolved, the party shall take all reasonable measures to limit the inconvenience for the other party.
14 GOVERNING LAW AND LEGAL VENUE
14.1 The Agreement is subject to Norwegian law.
14.2 Any disputes that may arise between the Customer and Netsecurity shall be attempted resolved amicably. If they are unable to settle the dispute, each party may bring the dispute before the ordinary courts with Oslo district court as legal venue.
15 PUBLICITY
Netsecurity and the Customer may make public announcements, including but not limited to press releases and other media announcements, regarding the existence of the Agreement and the relationship between the parties. All public announcements by either party regarding the Service Agreement are subject to prior written approval by the Customer and Netsecurity, which approval shall not be unreasonably withheld. The parties will use reasonable efforts to review and approve public announcements within three (3) days of submittal.
16 COMMUNICATION AND CONTACT INFORMATION
16.1 Communication, marketing, notifications and other inquiries from Netsecurity to the Customer shall be submitted digitally based on the information registered in the Customer's user account and shall be considered delivered as soon as the message has been sent to the Customer.
16.2 Netsecurity can be reached at the following address:
Netsecurity AS
Drammensveien 288, 0283 Oslo
post@netsecurity.no
faktura@netsecurity.no
Tel.no. 955 51 515
