1.1 These terms and conditions ("General Terms and Conditions") apply between the customer ("Customer") named in the offer ("Offer") and/or agreement ("Agreement") and Netsecurity AS ("Netsecurity").
1.2 These General Terms and Conditions are to be considered an integral part of the Agreement and apply to Netsecurity's delivery of the service, product or consultancy service described in more detail in the Offer or Agreement. The following terms apply to both deliveries of "software as a service" (SaaS) services (the "Service"), and to deliveries of. Products ("Products"), licenses, support services and consulting services ("Consulting Services"). In the sections below, both general and more specific terms and conditions related to the various deliveries will be further specified.
1.3 By entering into a customer relationship with Netsecurity, the Customer accepts these General Terms and Conditions, as well as any Third Party Terms and Conditions applicable from time to time. The person who has accepted or signed the Agreement on behalf of the Customer warrants that he or she has the legal authority to enter into a customer relationship on behalf of the Customer.
1.4 Netsecurity reserves the right to amend the General Terms and Conditions in force at any time, and amended terms will at all times be available online. Changes of significance to the delivery, Netsecurity's or the Customer's obligations and rights will be notified. Any continued use of the Service, the Product or the Consultancy Service will constitute a binding consent to the amended General Terms and Conditions.
1.5 The Customer relationship is valid from the start date stated in the Offer or Agreement and until the termination of the Agreement in accordance with chapter 7.
2.1 Subject to these General Terms and Conditions, Netsecurity hereby grants the Customer a non-exclusive, non-transferable, revocable, time-limited license to use the service (the "Service") or Product (the "License"). The License includes the rights necessary for the Customer to use the Service or Product as agreed.
2.2 The rights granted under these General Terms and Conditions are conditional upon the Customer complying with all its obligations under the General Terms and Conditions and the Offer or any Agreement. The Customer may not in any case transfer rights to the License or otherwise grant access to or the right to use the License to third parties without Netsecurity's written consent.
2.3 If the Customer uses Netsecurity's customer portal (portal.netsecurity.no), the Customer confirms that the information provided to Netsecurity for registration of a user account is correct and updated at all times. The Customer is responsible for keeping its user account and user information secure. If the Customer has reason to believe that the user account is no longer secure, the Customer must notify Netsecurity as soon as possible at support@netsecurity.no.
2.4 Netsecurity has the right to make technical, functional or other changes to the Product or Service as deemed appropriate to ensure the best possible level of security for the Customer.
3.1 As part of the delivery of the Service, the Product or the Consultancy Service, Netsecurity may use various subcontractors. In certain cases, the subcontractors will require the Customer to sign special third party terms and conditions ("Third Party Terms"). The Third Party Terms will take precedence. By entering into a customer relationship with Netsecurity, the Customer accepts these special Third Party Terms.
3.2 If Netsecurity's suppliers make changes, improvements or adjustments to their services, products or terms and conditions delivered to Netsecurity, Netsecurity is at all times entitled, after reasonable notice, to make corresponding changes, improvements or adjustments to the Service, Product or Consultancy Service and the General Terms and Conditions and to its Customers.
3.3 If Netsecurity's suppliers for various reasons can no longer deliver the individual input factors included in the Service, Product or Consultancy Service, Netsecurity shall have the right to replace the suppliers' input factors with equivalent input factors of the same quality delivered by another supplier. Failure to deliver input factors due to circumstances on the part of the supplier shall not be considered a breach of these General Terms and Conditions.
3.4 Certain sub-suppliers will in some cases have a right to enter into the contractual relationship between Netsecurity and the Customer in order to enforce their rights in connection with the delivery of the respective input factor. By accepting Netsecurity's General Terms and Conditions, the Customer also accepts that Netsecurity's subcontractors may have such a right of subrogation.
4.1 Service level. The Service Level for each Service is set out in the Service Description for the relevant Service or the Agreement with the Customer.
4.2 Support. If the Parties have agreed on support and maintenance services, Netsecurity shall provide its Services in accordance with the terms and conditions for Support and Maintenance as set out 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.
5.1 The Customer shall pay for the Service, Product or Consultancy Service in accordance with Netsecurity's price terms applicable from time to time.
5.2 In addition to the price terms applicable from time to time, the following applies: In the event of agreed overtime work between 17:00 and 21:00 on normal working days, a surcharge of 50% of the normal hourly remuneration will be added. Agreed overtime work at other times is subject to a supplement of 100% of the normal hourly remuneration. In the event of agreed overtime work on public holidays, a supplement of 100% will be added. Any driving time is charged at a lower hourly rate. Travel, per diem and any other travel costs will be charged at the government rates.
5.3 All prices and fees that the Customer is obliged to pay for the Service, Product or Consultancy Service shall be paid within thirty (30) days of Netsecurity issuing an invoice.
5.4 Netsecurity may make price adjustments at the end of each year corresponding to the increase in Statistics Norway's consumer price index (main index), for the first time based on the index for the month the Agreement was signed. Netsecurity is entitled to make any price adjustment for its Product, Service or Consultancy Service after the expiry of the term of the Agreement or upon renewal of the Agreement pursuant to clause 7.
5.5 Netsecurity may make price adjustments to the Customer to the extent that rules or decisions for public charges are changed with effect on Netsecurity's remuneration or costs. In such a case, Netsecurity shall notify the Customer of this. The price changes must be documented and apply from the Customer's receipt of notification of the price changes.
5.6 If Netsecurity's suppliers make price adjustments to the products or services they supply to Netsecurity, Netsecurity is at all times entitled to make corresponding price adjustments to the Customer. The same applies if major changes in exchange rates result in increased prices from suppliers.
5.7 If the Customer does not pay in accordance with section 5.3, a debt collection notice will be issued with a new due date. In the event of late payment, Netsecurity will be able to claim reimbursement of costs and interest in accordance with the Debt Collection Act, the Interest on Overdue Payments Act and other applicable legislation.
5.8 Non-payment shall always be considered a material breach by the Customer in accordance with section 7.5. Netsecurity has, among other things, the right to suspend delivery of the Service, Product or Consultancy Service in the event of non-payment, and reserves the right to do this without prior notice if the Customer fails to pay after the first request for payment with a 30-day payment deadline.
6.1 Netsecurity may process personal data that is made available through deliveries under the Agreement. This will typically be personal data such as contact information, username and login details, other personal information, employer and job information. Netsecurity is the data processor for this type of processing of personal data, and Netsecurity and the Customer will in such cases enter into a Data Processing Agreement.
6.2 Netsecurity may also process personal data collected directly from Netsecurity's customers and suppliers (i.e. information about contact persons in commercial agreements). In such cases, Netsecurity will be the data controller. Netsecurity will at all times process the Customer's personal data in accordance with the general privacy policy https://www.netsecurity.no/personvernerklaring, the specific privacy terms applicable to the Service, Product or Consulting Service (see separate Terms of Service) and applicable legislation. Netsecurity's privacy policy is considered an integral part of the General Terms and Conditions.
7.1 Agreements regarding Consulting Services or Products, where the delivery of a specific result has been agreed, run until the agreed result has been delivered.
7.2 The duration of Agreements for ongoing Consultancy Services or delivery of Products follows from the Offer or the Agreement with the Customer.
7.3 The duration of agreements for the delivery of Services follows from the Offer or other Agreement.
7.4 For ongoing agreements, Netsecurity will automatically renew and issue an invoice to the Customer thirty (30) days before the due date, unless the Agreement is terminated in accordance with section 7.5 of these General Terms and Conditions. The customer relationship with Netsecurity can be terminated whenever the Customer wishes, but will as a minimum run out the binding period in the Agreement. Netsecurity may terminate the Agreement with 3 months' notice prior to the renewal date.
7.5 If the Customer wishes to terminate the Agreement before the binding period has expired, the Customer is obliged to pay a fee corresponding to the remaining term amount. This means that if, for example, three months of the binding period remain when the Customer terminates the Agreement, or there are six months until the agreed result is to be delivered, the Customer will have to pay a fee corresponding to the remaining months' agreed payment. In cases where there is a timetable, this shall constitute the starting point for calculating the remaining period, taking into account preliminary progress, the parties' correspondence, and whether it was reasonable to expect that the result would have been delivered in accordance with the timetable.
7.6 Netsecurity has the right 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 is in material breach of the Agreement. Any liability incurred by Netsecurity under the Agreement, to the extent possible under applicable law, will cease in its entirety.
8.1.1 The delivered product shall comply with the requirements for type, quantity, quality, properties and other requirements agreed with the Customer in the Offer or Agreement. Netsecurity does not guarantee deliveries that are dependent on third parties, or conditions beyond what has been agreed.
8.2.1 In cases where the delivery of a specific result has been agreed, Netsecurity will do its best to ensure that the delivered product essentially corresponds to the agreed result. However, the customer understands that the result is not necessarily flawless and may be subject to improvement. The agreement does not entail any performance obligation for Netsecurity.
8.2.2 If the delivered result does not comply with the above, Netsecurity shall correct the identified deficiencies at its own expense, as long as the Customer reports any deviation within one (1) month of delivery. Any change beyond this shall be subject to the applicable rates for the Consultancy Services.
8.3.1 In cases where the Products or Consulting Services are to be delivered as an ongoing service, the implementation shall take place through ongoing cooperation and by agreement with the Customer. Netsecurity shall do its best to meet the Customer's needs and requirements at all times, in accordance with what is reasonable to expect based on, among other things, Netsecurity's expertise, available employees and the Customer's time perspective.
9.1 All intellectual property rights in and to the Service, Product or Consultancy Service belonging 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.
9.2 All intellectual property rights in and to the Service, Product or Consulting Service belonging to Netsecurity's suppliers shall be exclusively owned by the individual supplier.
9.3 Intellectual property rights means, inter alia: all copyrights, adaptation rights, rights of printing, reproduction, communication to the public, public performances, synchronization rights, rights to be identified as the author of the work(s), artists' names, patents, designs, trademarks, service marks, slogans, commercial symbols, logos, other indications, inventions, trade secrets, know-how, source codes, object codes, and/or other intellectual property rights, and applications for use in connection therewith.
9.4 The Customer may not use or reproduce, or permit anyone to use or reproduce, any trademarks or other trade names displayed in connection with the Product, the Service or the Consultancy Service, regardless of the program content and/or material distributed on or in connection with the program, without the prior written permission of Netsecurity.
10.1 Netsecurity disclaims all warranties, including but not limited to warranties of functionality, fitness for a particular purpose, security, integration, performance and accuracy, implied warranties arising by law, course of dealing, course of performance or infringement of third party intellectual property rights.
10.2 Netsecurity is not liable to the Customer for any defects in the Product, the Service or the Consulting Service caused by Netsecurity's suppliers. The Customer may not claim failure to meet agreed quality requirements or service levels after the delivery date if this is due to errors from Netsecurity's suppliers. Netsecurity is nevertheless obliged to report the error in question to its suppliers and keep the Customer informed of the status of the error correction.
10.3 Compensation for indirect losses cannot be claimed. Indirect losses include, but are not limited to, lost profits of any kind, lost savings, loss of data, and claims from third parties with the exception of imposed liability for defects of title. However, these limitations do not apply if the loss is due to intentional or grossly negligent acts.
10.4 Netsecurity's total and maximum liability during the term of the agreement shall under no circumstances exceed the paid license fee excluding VAT. However, the limitation of liability does not apply if Netsecurity has shown gross negligence or intent.
10.5 Netsecurity is not liable for obstacles or limitations that reduce Netsecurity's offer to the Customer, when the circumstance is beyond Netsecurity's control and Netsecurity could not foresee or overcome the consequences of the circumstance.
10.6 The Customer undertakes to comply with its obligations under the General Terms and Conditions in accordance with all applicable laws and regulations.
11.1 The Customer hereby agrees to defend, indemnify and hold harmless Netsecurity, its directors, parent company, subsidiaries, affiliates, licensees and suppliers from and against any and all claims, liability, damages, compensation, losses or expenses (including reasonable legal fees) arising out of the Customer's use of the Product, Service or Consulting Service.
12.1 A party may not rely on a breach if it is due to circumstances beyond the party's control, and which the party should not have foreseen and cannot reasonably be expected to overcome. If such a circumstance arises, the party shall, as soon as it becomes aware of it, inform the other party of the consequences and, if possible, how long the party will be unable to fulfill its obligations. Once the relationship has ceased, the party shall take all reasonable steps to limit the inconvenience to the other.
13.1 The Agreement is governed by Norwegian law.
13.2 Disputes between the Customer and Netsecurity shall be resolved amicably. If this does not succeed, either party may bring the dispute before the ordinary courts with Oslo District Court as the venue.
14.1 Netsecurity and the Customer may make public announcements, including but not limited to press releases and other announcements in the media, about the existence of the Agreement and the relationship between the parties. All public announcements by either party regarding this Agreement are subject to the prior written consent of Customer and Netsecurity and such consent may not be unreasonably withheld. The parties will use reasonable efforts to review and consent to public announcements within three (3) days of submission.
15.1 Communication, marketing, notifications or other requests from Netsecurity to the Customer will take place electronically based on the information registered in the Customer's user account, and shall be deemed delivered as soon as the message is sent to the Customer.
15.2 Netsecurity can be reached as follows:
Netsecurity AS
Drammensveien 288, 0283 Oslo, Norway
Tel. 95 55 15 15
