top of page

Terms of Agreement for Web-Based Solutions

1. Introduction

This agreement and the terms of agreement (GTA) regulate the use of agreed software and fully or partially integrated Additional Services, hereinafter referred to as the Solutions. The Solutions are developed and delivered by Assist-IT AS (the Supplier), sold directly or via resellers / partners. The Customer purchases access to the Solutions directly from the Supplier. The GTA applies between the Supplier and the Customer and regulates the Supplier's obligations towards the Customer and the Customer's obligations towards the Supplier.

In the GTA, terms are capitalized. In cases where the terms are not defined directly in the text, they can be found in section 21 below.

By using ASSIST (the Solution), the Customer has accepted the GTA and the general terms and conditions for the use of web-based solutions. Unless otherwise agreed in writing, the Supplier may send an invoice after the end of the test period.

2. Subscription Agreement

The Solutions are delivered as “Software as a Service” (SaaS), where the Customer purchases a subscription to the Solution that is made available online. By purchasing a subscription, the Customer gains access to the Solution and the right to use it in the manner set forth in the Agreement and the Terms Of Service (TOS). All parts of the Solutions are governed by the TOS, including parts that are added, purchased additionally, or put into use at a later time.

The Customer is granted a limited, revocable, non-exclusive, and non-transferable license to use the Solutions in accordance with the TOS for the Customer’s internal business operations against payment of prices according to the current price list,  in effect at the time of the agreement. Payment of the license according to the Agreement and compliance with the TOS is a necessary condition for the right to use the Solutions.

The Solution is delivered according to the Agreement. The right to use the Solutions is not dependent on any particular version of the Solution or functionality at a particular time, but provides access to and the right to use the Solutions as delivered at the time of the agreement. The delivery of the Solution is not dependent on the development of future versions or functionalities, nor is it dependent on publications, materials or comments regarding this made by or for the Supplier.

The Supplier reserves the right to deliver the Solution from another country.

The Supplier reserves the right to make improvements, additions and changes, remove or add functionality or to correct errors or deficiencies in the Solutions on its own initiative. Changes in functionality shall not prevent the Customer from performing core tasks as the Solution was intended.

The Supplier reserves the right to change the terms of the TOS and other terms for delivery of the Solution with 60 days' notice. If the Customer does not accept such a change, the subscription to the Solution may be terminated in accordance with Section 9 of the TOS. In such a case, the Customer is entitled to a proportional refund of prepaid fees that have not been used by the Customer in this way.

The Supplier is entitled to hire subcontractors to fulfill the Supplier's responsibilities under the Agreement. The Supplier is responsible for the performance of the contractual obligations made by subcontractors, in the same way as if they had been performed by the Supplier itself.

In the event of cancellation of the Solution after the agreement has been entered into, the Supplier reserves the right to invoice the actual costs as well as 50% of the initial fee and subscription fee.

Under no circumstances is the Customer entitled to transfer or assign, in whole or in part, any license for the Solution to a third party (including, but not limited to, in the event of mergers and demergers, bankruptcies, changes in ownership or control, or to affiliated companies) unless written approval is obtained from the Supplier prior to this occurring.

3. Right of Use

Once the Customer has ordered a subscription to the Solution and accepted the AV, the Customer is entitled to use the Solutions during the subscription period for as many users as the Customer wishes.

Only Customers with a paid and valid subscription are entitled to use the Solutions. User licenses are granted to named and personal users. The User account is created and managed by the Customer. User licenses may not be shared or used by more than one (1) User. Each User is responsible for the confidentiality and that login data and other account information are correct at all times. The Customer and/or the User shall inform the Provider immediately if there is any suspicion of the use of incorrect login data.

The Customer is aware that use of the Service requires access to software, equipment and communication services required to use the Solution. These will be disclosed by the Provider upon request.

Users shall not transmit computer viruses, worms or harmful codes of any kind to the Solution or by using the Solution. The Solutions may not be used for unlawful or improper purposes. Users shall not violate relevant laws and regulations, including, but not limited to, copyright laws or the transmission of offensive, threatening, infringing, defamatory or other forms of offensive data to the Solution.

4. Testing, startup and normal operation of the Solutions

A test version of the Solution may be made available to interested Customers for a limited period. Unless otherwise agreed, the test period is normally 14 calendar days, before the subscription normal operation is triggered and the Customer can use the Solution for operational use. It is the Customer's responsibility to notify us in writing if the Solution is no longer desired. The Solution will then be deleted.

Normal operation means that the Customer has full access to the Solution and user support, and the Supplier may send an invoice for license and startup.

Additional products and integrations can now be set up or made available at a later date and by agreement with the Customer.

5. Data processing and integrity

These Terms are designed to ensure the parties’ compliance with Article 28, point 3, of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
In accordance with the GDPR, a “Data Processing Agreement” shall be concluded between the parties to define the roles and responsibilities between the Customer and the Supplier. By using the Solution and accepting these terms, such an agreement is deemed to be established and fulfilled. Information regarding the Customer’s use of the Solutions and the Supplier’s use of the Customer’s information is integrated into this General Terms and Conditions (GDPR) document and is covered by the points below (a-f).

The Customer’s data is located on the Customer’s premises in an EU country and is presented through the Solution. The Solution is developed with privacy by design and default, which means that privacy considerations shall be integrated into all phases of development, and that the Solution shall only collect and process personal data that is necessary for the purpose.

a) Processing of personal data

The Customer's use of the Solution will entail that personal data is entered by the Customer's employees and presented in the solutions provided by the Supplier. This personal data and access to it is strictly regulated by access control and security through role. It is the Customer who internally decides who shall process this data and assigns roles.
 

b) Customer's data

The Customer has all rights to the Customer's data and the Supplier has no rights, beyond what is specified in the AV, to the Customer's data or parts of the data. The Supplier has the right to use necessary parts of the Customer's data during the agreement period to deliver the Solution and its inherent functionality to the Customer.

 

c) Collection of information including location data

The Supplier may collect information and location data from the use of the Solution via automated data tools. The Supplier will collect and use such information for the purpose of securing, maintaining and improving products and services, as well as for statistics, analyses and operation of the solutions. All users of the Solution will be asked for consent upon first login and may receive reminders that consent can be withdrawn. The Customer is required to inform its employees separately.

 

d) Collection and presentation of identification data

The Customer hereby agrees that the Supplier may collect, display and transfer the Customer's identification data and profile information to the Supplier's database and display the information to others. If the Customer does not wish to be registered in the Supplier's databases or websites, the Customer must contact the Supplier about this.

e) Information Security

The Customer grants the Supplier the rights to login, administration and support on the Customer's site in order to be able to conduct technical and user support. The Supplier has its own security policy and instructions to protect access to this user as well as signed confidentiality agreements for all involved.

Unless otherwise stated in the GTC, the Supplier will not sell, rent, lease or otherwise make aggregated data available to third parties, except in the following situations;

to comply with law, regulation or regulation or to respond to requests from police or authorities, such as a court decision, order or subpoena

to investigate or prevent security threats or fraud

in the event of a reorganization, merger, sale or purchase of all or part of the Supplier, as personal information may be disclosed as part of the reorganization or merger or to actual and future buyers. The Supplier will in all such cases ensure that such parties will comply with the terms of the agreement and provide notice that information has been disclosed.

 

f) Duty to provide information and deletion

The solution does not contain hidden overviews of personal data that have been registered, so that the data subject's right to access can be safeguarded. Likewise, the right to deletion, limited processing, objection, etc. can be exercised. After ceasing to use the solutions, the customer can order a data dump of their own data from the Supplier.

Otherwise, see the Supplier's website for information about the Supplier and the privacy policy.

6. Price and invoicing

Unless otherwise agreed, fees and invoicing periods follow the current prices of the Solutions, and the subscription package the Customer has ordered. Start-up and license are invoiced when the Customer has sent an order, or has used the Solution as described in point 4.  The Customer is obliged to pay within 14 calendar days.

If assistance is desired beyond the Solution's standard functions, this can be performed as consulting services and at the current hourly rate. In this case, please contact support@assist-it.no.

 

7. Agreement period and termination

The subscription is valid from the date it is taken into use by the Customer.
The Customer may terminate the agreement with sixty (60) days written notice to the Supplier

Termination of this Agreement shall be in writing and shall be effective from the 1st day of the following calendar month. Any fees paid in advance shall not be refunded.

The Customer is responsible for keeping the electronic receipt of the terminated agreement, which shall always be sent to the Customer via email at support@assist-it.no.

Upon termination of the subscription, the Customer's access to the Solutions is blocked after the last active day of the subscription agreement. This date will be informed to the Customer upon termination. The Customer is responsible for keeping the electronic receipt of the terminated agreement, which shall always be sent to the Customer via email.

A terminated subscription agreement can be renewed at any time and a new agreement period will start.

8. Early Termination

The Supplier may terminate this Agreement with immediate effect if the Customer fails to pay fees, is insolvent, is declared bankrupt or for any other reason is unable to meet its payment obligations, or if the Customer materially breaches this Agreement. The Supplier shall then be entitled to completely shut down the Solutions with immediate effect.

 

9. Availability

The Supplier shall ensure secure delivery of the Solutions to the Customer. The Solutions are normally available via the internet 24/7. The Supplier (and the suppliers that have been approved) shall be entitled to take measures that affect the aforementioned availability if the Supplier deems it necessary for technical, service, operational or security reasons. Planned operational interruptions due to system maintenance shall be notified to the Customer's contact person or through the solution in advance.

Unplanned downtime may occur. To the extent that the Supplier is responsible for and can influence such downtime, the Supplier shall remedy the error as quickly as possible.

10. Security

The Supplier will, as far as possible, deliver secure and reliable services, and strives at all times to deliver adequate administrative, physical and technical security solutions to ensure that the Customer's Data is in safe custody.

 

11. Support

The Supplier is constantly developing its products so that Customers have access to the best possible software.

The subscription ensures that the Customer has access to the latest versions of the software, and also the right to help and support.

Support entitles the Customer to administrator support regarding user problems with the product. Support is provided to the Customer's designated administrator.

Unless otherwise agreed, the Supplier provides product support via the internet, e-mail, Monday to Friday 09:00–15:00. Support questions via e-mail to support@assist-it.no are normally answered no later than the next business day.

Outside of working hours, we refer to our Knowledge Base and AI assistant

Support means assistance with user problems with standard products from the Supplier's product range.

The Supplier's obligations do not include providing instructions or training to the User if necessary information is found in the Solutions' help texts, flowcharts on the internet or in other media, making customer-specific adjustments to the Solutions, remedying errors that have occurred due to modifications made by personnel other than the Supplier, rough or incorrect handling, correcting errors that have occurred due to products or services from third parties that have been connected to the Solutions, or correcting errors that have occurred due to errors in the Customer's technical equipment or errors caused by computer viruses or malicious codes of any kind outside the Supplier's control. Furthermore, the Supplier has no obligation to correct errors in networks, operating systems or other software provided by third parties. In other words, support does not include Windows, MS Office, printers or email software, etc.

All efforts on the part of the Supplier shall be in reasonable proportion to the subscription fee.

12. Intellectual Property Rights

The Supplier – or its licensors – are the sole owners of all intellectual property rights (IPR) associated with the Solutions. IPR includes, but is not limited to, copyright, patents, trademarks, trade names, designs and product designs, source code, databases, business plans and know-how, whether registered or not. All documentation, including manuals, user guides or other written, electronic or non-electronic descriptions of how the Solutions are created and used (Documentation) is deemed to be part of the Solutions and is subject to the same restrictions. All copyrights, trademarks, registered trademarks, product names, companies or logos indicated in the Solutions or in connection with the Solutions are the property of their respective owners.

Web scraping, Data scraping or copying of the Solution data will be monitored and will be considered an infringement of intellectual property rights.

The Supplier makes no claim to intellectual property rights or copyright of any kind for Data owned by the Customer that is transferred to the Solutions.

If the Supplier provides products under license from a supplier other than the Supplier, the other supplier's license terms prevail over the TOS.

The Service may be integrated with third-party applications, websites and services ("Third-Party Applications") for the purpose of making content, products and/or services available to the User. These Third-Party Applications may have their own terms of use and privacy policies, and the use of such Third-Party Applications is governed by and subject to such terms and privacy policies. The Supplier is not responsible for and assumes no liability for the conduct, functions or content of any Third-Party Application or for any transaction that the User may enter into with the provider of such Third-Party Application.

If the Customer infringes the rights of the Supplier or third-party IPR, or uses the Solutions in a manner that conflicts with the TOS, the Customer shall pay damages equal to the Supplier's total losses, or, if higher, the highest subscription fee for five years to replace the breach of license provisions or the actual damage. The Customer acknowledges that the Supplier may suffer irreparable damage in the event of any breach or damage to the IPR, and that the Supplier or its licensors shall be entitled to take all reasonable measures to protect its commercial interests and property, including all measures available under the law. The same shall apply if the Customer has or has attempted to obtain information or data to which the Customer is not entitled under the TOS.

 

13. Indemnity

The Supplier shall defend the Customer against claims or proceedings where a third party has made a claim that the Customer’s use of the Solutions pursuant to the TOS is in breach of or infringes a third party’s patent, copyright or other intellectual property right. The Customer shall promptly notify the Supplier of such claims. The Supplier shall, to the extent the Supplier is liable, indemnify the Customer for all costs, fees, damages, expenses or losses incurred by the Customer pursuant to a court-ordered settlement or judgment, including attorneys’ fees, provided that the Customer cooperates with the Supplier at the Supplier’s expense, and that the Supplier is given full control of the legal process and/or settlement, and that the settlement releases the Customer from all liability.

The Supplier may, at its option, (i) modify the Solutions so that they no longer conflict with third party rights, (ii) replace the Solutions with functionality equivalent to the Solutions, (iii) obtain a license for the Customer’s continued use of the Solutions, or (iv) terminate the Customer’s Account for the Solutions against a refund of any subscription fees paid in advance for License Periods that exceed the date the period ends. The Customer shall not be entitled to assert any other claims in such cases.

The above shall not apply if the Solutions have been used in violation of the Agreement or the TOS, or if claims arise due to modification, integration or customization of the Solutions not performed by the Supplier.

Customer shall defend Supplier against claims or proceedings brought by a third party on the grounds that Customer’s Data or use of the Solutions violates the Agreement or the TOS, violates or infringes a third party’s patent, copyright or other intellectual property right, or violates applicable law. Supplier shall promptly notify Customer of any such claims. Customer shall reimburse Supplier for all costs, fees, damages, expenses or losses incurred by Supplier pursuant to a confirmed settlement or judgment of a court, including attorneys’ fees, provided that Supplier cooperates with Customer at Customer’s expense and gives Customer full control over the legal process and/or settlement, and that the settlement releases Supplier from all liability.

14. Confidentiality

Each party undertakes not to disclose information that may be considered a business or professional secret, or that is covered by a confidentiality statement by law (“Confidential Information”) to a third party without the written permission of the other party.

The parties are responsible for the compliance of their respective employees and consultants with these provisions, and shall ensure through agreement or other appropriate measures that the confidentiality of the Agreement is maintained.

The parties’ confidentiality obligations under the Agreement apply during the term of the Agreement and for a period of five (5) years after the agreement has terminated.

15. Warranty and limitation of warranty

The Supplier guarantees that the Solutions will essentially function as described. The Customer and the Supplier agree that the Solutions and their delivery are not completely error-free, and that improvement of the Solutions is an ongoing process. The Customer agrees that the Solutions have been delivered in the agreed form and that they may be used at the Customer’s own risk.

The Supplier does not guarantee that the Service meets the Customer's requirements, that it functions correctly with the Customer's choice of equipment, system or settings, nor that it will be uninterrupted or error-free. The Customer is responsible for ensuring that equipment and third-party programs, such as browsers, PDF readers, toolbars, antivirus programs and firewalls, are correctly installed and allow traffic to websites designated by the Supplier. Furthermore, it should be noted that the use of the internet to use the Solutions is neither installed, maintained nor established by the Supplier, and that the Supplier has no control over the internet. The Supplier is not responsible for interruptions or disruptions in the operation of any part of the internet and is also not responsible for any regulation of the internet. The Supplier shall take all reasonable measures deemed appropriate to repair and avoid such incidents, however, the Supplier does not guarantee that interruptions will not occur. The Supplier is not responsible for the quality of internet services or how internet providers perform their services.

If the Solutions do not function in accordance with the above limited warranty, the Supplier shall correct all detected errors or deficiencies in the Solutions at its own expense. The Supplier shall repair reported errors in the Solutions as soon as possible that seriously affect the function of the Solutions. The Supplier nevertheless reserves the right to determine when and how an error shall be corrected, as well as when and how an action shall be taken. The Supplier shall repair errors that do not seriously affect the Customer's use of the Solutions and/or the function of the Solutions at the earliest with the next official version of the Solutions.

The Solutions are delivered in the agreed execution and scope, and neither the Supplier nor any of its licensors make any warranty, either express or implied, regarding end use or system integration capacity.

Links to websites not owned or controlled by the Supplier, which appear in the Solutions or logically subsequent websites or Documentation, are made available for convenience. The Supplier is not responsible for such websites.

If any part of the Agreement or the TOS is found to be illegal, in whole or in part, this shall not affect the legality of the remaining provisions. In such cases, the relevant provision shall be replaced by a provision that, to the extent possible, preserves the intent of the original provision.

16. Limitation of Liability
The Supplier is in no event liable for the content or ownership of Data.
The Supplier is in no event liable for any instructions for Data Processing or other actions taken by the Customer’s Users.
If the Supplier is held liable for payment of compensation to the Customer as a result of a breach of obligations under the TOS, such compensation shall under no circumstances include compensation for indirect or consequential loss or damages of any kind arising from or resulting from such breach of contract, including, but not limited to, any loss of Data, loss of production, loss of income or profit or third party claims or government decisions, even if the Customer has been informed of the risk of such damages. The Supplier’s liability under the TOS is limited to direct damage, except where otherwise provided for by mandatory law, such as damages caused by gross negligence or intent. All refunds and compensation for direct damage and direct losses and costs in each 12-month period shall never exceed an amount equal to 12 months of Subscription Fees for the Solutions in the same period. Such refund or compensation may also not exceed the Basic Amount of the National Insurance (G).
Neither the Supplier nor the Customer shall be liable for delays or interruptions in their obligations caused by, or arising from, a force majeure event, such as earthquakes, riots, labor disputes or other events that are similarly beyond the Supplier's or the Customer's control.
If legislation, regulations or rules affecting the Solutions or their delivery are changed, or new legislation, regulations or rules come into force after the Service has been made available on the market, which prevents the Supplier from fulfilling instructions from the Customer or the Supplier's obligations under the GTC, and/or which requires the Service to be shut down, in whole or in part, for a certain period of time or indefinitely, this shall be deemed to constitute a force majeure event. The Supplier is in no event liable for such a force majeure event. In such cases, the Customer will be compensated for the Subscription Fee paid in advance for Services that are affected from the month following the shutdown of the Service, where this is due to the force majeure event. Beyond this, the Customer is not entitled to make any further claims against the Supplier.
Although the Supplier will exercise due care to secure transfers of information between the Customer and the Solutions, the Customer agrees that the internet is an open system and that the Supplier cannot guarantee, and does not guarantee, that third parties cannot obtain possession of or alter Data or the Transfer thereof. The Supplier is not liable for this type of unintentional misuse, disclosure or loss of Data.

17. Governing law and dispute resolution
The rights and obligations of the parties shall be governed in their entirety by Norwegian law. Disputes regarding the interpretation of the TOS or use of the Solutions shall be attempted to be resolved through amicable agreements. If the dispute cannot be resolved in this way, the dispute shall be resolved through arbitration in accordance with the Arbitration Act in the Stavanger District Court.

18. Incorrect use of the Service
According to the Act on Control of Marketing and Contractual Terms etc. §15, it is not permitted to send email marketing to private individuals without prior consent from the individual to receive such marketing inquiries from companies and organizations, or a representative of companies and organizations. In addition, Section 9 of the E-Commerce Act applies, which states, among other things, that in electronic marketing, it must be clear on whose behalf the marketing is being done. If unsolicited marketing is sent by electronic mail, it must be clear that the messages contain marketing.
The Act does not apply to "business/organization to business/organization" (B2B). Despite the fact that the Act does not cover B2B, it is a good rule to always use the Opt-In principle for sending advertising messages by email.
If the Customer's incorrect use of the Service in the form of SPAM leads to the Supplier's IP address for mailings being blacklisted, the Supplier has the right to immediately stop further mailings from the Customer until the matter has been reviewed to find the reason for the blacklisting.
If the Customer's incorrect use also leads to the hosting provider's IP number for sending messages being blacklisted, the Customer is obliged to compensate the Supplier for all costs incurred in changing the IP number.
If the Customer is convicted in court or receives a complaint from the Consumer Council for incorrect use of the Service, the Supplier has the right to immediately terminate this agreement without refunding any one-time fees and rental fees paid.
The Supplier does not accept liability for, directly or indirectly, incorrect use of the Service and included modules in accordance with this clause 19

 

19. Definitions
User: A natural person who is typically employed by the Customer, who is granted by the Customer the right to use the Service for the Customer's own internal business purposes.

User Account: A collective term that encompasses the Customer's Users, Data and other information that affects the Customer's use of and access to the Solutions.

Data: All data that is transferred by the Customer to or from the Service, when the Customer uses the Service with the intention of being processed by the Service.

Data Processing: Any action or series of actions or other use of Data by the Supplier on the Customer’s instructions or otherwise for the purpose of delivering the Solutions to the Customer.

Customer: The legal or natural person specified on the invoice from the Supplier, and who enters into agreements with the Supplier based on the TOS.

Start Date: The day on which operational deliveries of the Solutions start, so that the Customer can take advantage of the Solutions.

Additional Service(s): Separate individual functions or function packages that the Customer can typically use for a separate fee per transaction.

bottom of page