Agreement terms for online solutions

1. Introduction

This agreement and these agreement terms (the Terms) govern the use of agreed software and fully or partly integrated Add-on Services, collectively referred to below as the Solutions. The Solutions are developed and delivered by Assist IT AS (the Supplier), and are sold directly or through resellers / partners. The Customer purchases access to the Solutions directly from the Supplier. The Terms apply between the Supplier and the Customer and govern the Supplier's obligations to the Customer and the Customer's obligations to the Supplier.

• In the Terms, terms with an initial capital letter are used. 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 Terms and the general conditions for using online solutions. Unless otherwise agreed in writing, the Supplier may issue 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. When purchasing a subscription, the Customer receives access to the Solution and the right to use it in the manner set out in the Agreement and the Terms. All parts of the Solutions are governed by the Terms, including parts that are added, purchased as add-ons, or put into use at a later date.

The Customer receives a limited, terminable, non-exclusive and non-transferable license to use the Solutions in accordance with the Terms for the Customer's internal business operations, against payment of prices according to the current price in the price list that applies at the time of agreement. Payment of the license under the agreement and compliance with the Terms are necessary conditions 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 function at any particular time, but gives access to and the right to use the Solutions as they are delivered at the time of agreement. Delivery of the Solution is not dependent on the development of future versions or functionality, nor is it dependent on publications, material or comments concerning this made by or for the Supplier.

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

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

The Supplier reserves the right to change the Terms 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 Terms. In such 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 has the right to engage subcontractors to fulfill the Supplier's responsibilities under the Agreement. The Supplier is responsible for the performance of contractual obligations carried out by subcontractors in the same way as if they had been carried out by the Supplier itself.

If the Solution is cancelled after the agreement has been entered into, the Supplier reserves the right to invoice the actual costs as well as 50% of the startup 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 mergers and demergers, bankruptcies, changes in ownership or control, or to affiliated companies) unless written approval is obtained from the Supplier before this takes place.

3. Right of use

When the Customer has ordered a subscription to the Solution and accepted the Terms, the Customer receives the right to use the Solutions during the subscription period for as many users as the Customer wants.

Only Customers with a paid and valid subscription have the right to use the Solutions. User licenses are granted to named and personal users. The user account is created and administered by the Customer. User licenses may not be shared or used by more than one (1) User. Each User is responsible for confidentiality and for ensuring that login data and other account information is correct at all times. The Customer and/or the User shall inform the Supplier immediately if misuse of login data is suspected.

The Customer is aware that use of the Service requires access to software, equipment and communication services required to use the Solution. The Supplier will provide this information on request.

Users shall not transmit computer viruses, worms or harmful code of any kind to the Solution or through use of 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 law, or transmit offensive, threatening, abusive, 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 and normal operation are triggered and the Customer may use the Solution for operational use (Startup Day).

It is the Customer's responsibility to notify the Supplier in writing if the Solution is not to be used further. The Solution will then be deleted.

Normal operation means that the Customer has full access to the Solution and user support, and that the Supplier may issue invoices for licenses and startup costs.

Add-on products and integration may be set up immediately or made available at a later date by agreement with the Customer.

5. Data processing and integrity

These Terms are designed to ensure the parties' compliance with Article 28(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 (the General Data Protection Regulation).

Under the GDPR, a "Data Processing Agreement" shall be entered into 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 have been established and fulfilled. Information concerning the Customer's use of the Solutions and the Supplier's use of the Customer's information is integrated into this document on General Terms and covered by the sections below (a-f).

The Customer's data is located in the Customer's area 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 involve personal data being entered by the Customer's employees and presented in the solutions delivered by the Supplier. This personal data and access to it are strictly regulated by role-based access management and security. The Customer determines internally who may process this data and assigns roles.

b) Customer data

The Customer has all rights to the Customer's data, and the Supplier has no rights, beyond what is specified in the Terms, to the Customer's data or parts of the data. During the agreement period, the Supplier has the right to use necessary parts of the Customer's data 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 use of the Solution through automated data tools. The Supplier will collect and use such information for the purpose of securing, maintaining and improving products and services, and for statistics, analyses and operation of the solutions. All users of the Solution will be asked for consent at first login and may receive reminders that consent can be withdrawn. The Customer is required to inform its employees specifically.

d) Collection and presentation of identification data

The Customer hereby consents to the Supplier collecting, displaying and transferring the Customer's identification data and profile information to the Supplier's database and displaying the information to others. If the Customer does not want to be registered in the Supplier's databases or websites, the Customer shall contact the Supplier about this.

e) Information security

The Customer grants the Supplier rights to log in to, administer and support the Customer's area in order to provide technical and user support. The Supplier has its own security policy and instructions for protecting access to this user, as well as signed confidentiality declarations for everyone involved.

Unless otherwise stated in the Terms, 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 order, or to respond to requests from the police or public authorities, such as a court decision, decision or order

• to investigate or prevent a security threat or fraud

• in the event of reorganization, merger, sale or purchase of all or parts of the Supplier, where personal information may be disclosed as part of the reorganization or merger, or to actual and future purchasers. In all such cases, the Supplier will ensure that such parties comply with the terms set out in the agreement, and will notify that information has been disclosed.

f) Duty of information and deletion

The Solution does not contain hidden registers of registered personal data, so that the data subject's right of access can be safeguarded. Likewise, the rights to deletion, restriction of processing, objection, etc. can be exercised. After ending use of the solutions, the Customer may order a data dump of its own data from the Supplier.

See also the Supplier's website for information about the Supplier and the privacy statement.

6. Price and invoicing

Unless otherwise agreed, fees and billing periods for the Solutions follow the current prices and the subscription with any add-ons ordered by the Customer. Startup and license fees are invoiced when the Customer has sent an order or started using the Solution. Volume-based pricing means that when the Customer exceeds the maximum limit for the number of jobs, this triggers an automatic change in the subscription up to the next level.

The volume is calculated based on the number of jobs stored in the Solution (Jobs, Cancelled and Drafts).

The Customer is obliged to pay within 14 calendar days.

The Supplier reserves the right to make changes to prices when it is necessary to adapt the Solution and cost level to the market. Existing customers will be notified.

If assistance beyond the Solution's standard functions is desired, this may be performed as consultancy services at the applicable hourly rate. Contact support@assist-it.no about this.

7. Agreement period and termination

The subscription applies from the time it is put 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 made in writing and takes effect from the first day of the following calendar month. Any fees paid in advance are not refunded.

The Customer is responsible for keeping the electronic receipt for the terminated agreement, which shall always be sent to the Customer by 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 is communicated back to the Customer upon termination.

A terminated subscription agreement may be newly entered into at any time, and a new agreement period will start.

8. Early termination of the agreement

The Supplier may terminate this Agreement with immediate effect if the Customer fails to pay fees, is insolvent, has been declared bankrupt or for any other reason cannot fulfill its payment obligations, or if the Customer materially breaches this Agreement. The Supplier then has the right to completely shut off 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 are approved) has the right to take measures that affect the mentioned availability if the Supplier considers it necessary for technical, service, operational or security-related reasons. Planned operational interruptions due to system maintenance are communicated 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 kept safe.

11. Support

The Supplier continuously develops 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 gives the right to administrator support for user problems with the product. Support is provided to the person at the Customer who has been selected as administrator.

• Unless otherwise agreed, the Supplier provides product support via internet and email, Monday to Friday 09:00-15:00. Support questions by email to support@assist-it.no are normally answered no later than the next following working day.

• Outside working hours, we refer to our Knowledge Base and AI assistant at https://help.getassist.app/nb/

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

The Supplier's obligations do not include giving instructions or training to the User if the necessary information is found in the Solutions' help texts, flowcharts on the internet or in other media, making customer-specific adaptations in the Solutions, remedying errors that have arisen due to modification carried out by personnel other than the Supplier, rough or incorrect handling, correcting errors caused by a product or service from a third party that has been connected to the Solutions, or correcting errors that have arisen due to faults in the Customer's technical equipment or faults caused by computer viruses or harmful code of any kind outside the Supplier's control. Furthermore, the Supplier has no obligation to correct errors in networks, operating systems or other software supplied by third parties. In other words, support does not include Windows, MS Office, printers or email software, mobile phones or "pads" with associated operating systems, vehicle technology, etc.

All efforts from the Supplier shall be in reasonable proportion to the subscription fee.

12. Intellectual property rights

• The Supplier, or its licensors, are the sole holders of all intellectual property rights (IPR) connected with the Solutions. IPR includes, but is not limited to, copyright, patents, trademarks, company 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 copyright, trademarks, registered trademarks, product names, company names or logotypes stated 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's data will be monitored and is considered a breach of intellectual property rights.

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

• If the Supplier delivers products under license from a supplier other than the Supplier, the other supplier's license terms apply before the Terms.

• The Service may be integrated with applications, websites and services from third parties ("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 user terms and privacy policies, and the use of such Third-Party Applications is governed by and subject to such terms and privacy policies. The Supplier does not endorse and takes no responsibility for the conduct, functions or content of any Third-Party Application, or for any transaction the user may enter into with the provider of such a Third-Party Application.

• If the Customer infringes the rights of the Supplier or a third party's IPR, or uses the Solutions in a manner that conflicts with the Terms, the Customer shall pay compensation corresponding to the Supplier's total loss, or, if higher, the highest subscription fee for five years, to compensate for breach of license provisions or the actual damage. The Customer understands that the Supplier may suffer irreparable damage in the event of breach of or damage to IPR, and that the Supplier or its licensors shall have the right to use all reasonable measures to protect their commercial interests and their property, including all measures permitted by law. The same shall apply if the Customer has obtained or has attempted to obtain information or data that the Customer is not entitled to under the Terms.

13. Indemnity

The Supplier shall protect the Customer against claims or proceedings where a third party has asserted a claim that the Customer's use of the Solutions under the Terms conflicts with or infringes a third party's patent, copyright or other intellectual property right. The Customer shall immediately notify the Supplier of such claims. The Supplier shall, to the extent the Supplier is responsible, indemnify the Customer for all costs, fees, damages, expenses or losses incurred by the Customer pursuant to a court-approved settlement or judgment, including legal costs, provided that the Customer cooperates with the Supplier at the Supplier's expense, that the Supplier receives full control over the legal proceedings and/or settlement, and that the settlement releases the Customer from all liability.

The Supplier may, at its own choice, (i) modify the Solutions so that they are no longer in conflict with third-party rights, (ii) replace the Solutions with functionality corresponding 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 each subscription fee paid in advance for License Periods that extend beyond the day the period ends. The Customer has no right to assert any other claims in such cases.

The above shall not apply if the Solutions have been used in breach of the Agreement or the Terms, or if claims arise due to modification, integration or customer adaptation of the Solutions that has not been carried out by the Supplier.

The Customer shall protect the Supplier against claims or proceedings where a third party has asserted a claim on the basis that the Customer's Data or use of the Solutions is in breach of the Agreement or the Terms, conflicts with or infringes a third party's patent, copyright or other intellectual property right, or conflicts with applicable law. The Supplier shall immediately notify the Customer of all such claims. The Customer shall reimburse the Supplier for all costs, fees, damages, expenses or losses incurred by the Supplier in accordance with a confirmed settlement or court judgment, including legal costs, provided that the Supplier cooperates with the Customer at the Customer's expense and gives the Customer full control over the legal proceedings and/or settlement, and that the settlement releases the Supplier from all liability.

14. Confidentiality

Each party undertakes not to disclose information that may be considered business or professional secrets, or that by law is covered by a confidentiality obligation ("Confidential Information"), to any third party without the other party's written permission.

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

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

15. Warranty and warranty limitation

The Supplier warrants that the Solutions will mainly function as described. The Customer and the Supplier agree that the Solutions and the delivery of them are not completely free from errors, and that improvement of the Solutions is an ongoing process. The Customer agrees that the Solutions are delivered in the agreed form, and that they may be used at the Customer's own risk.

The Supplier does not warrant that the Service meets the Customer's requirements, that it functions correctly with the Customer's choice of equipment, system or settings, or that it will not be interrupted or will be free from errors. 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 specified by the Supplier. Furthermore, it should be noted that 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 disturbances in the operation of any part of the internet and has no responsibility for any regulation of the internet. The Supplier shall take all reasonable measures considered appropriate to repair and avoid such events, but the Supplier does not warrant that interruptions cannot occur. The Supplier is not responsible for the quality of internet services or for how internet providers perform their services.

If the Solutions do not function in accordance with the above limited warranty, the Supplier shall correct all confirmed errors or defects in the Solutions at its own expense. The Supplier repairs reported errors in the Solutions that seriously affect the function of the Solutions as quickly as possible. The Supplier nevertheless reserves the right to decide when and how an error shall be corrected, and when and how a measure shall be carried out. The Supplier repairs errors that do not seriously affect the Customer's use of the Solutions and/or the function of the Solutions no earlier than in the next official version of the Solutions.

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

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 Terms is found to be unlawful, 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, as far as possible, preserves the intention of the original provision.

16. Limitation of liability

The Supplier is in no case responsible for the content of or ownership rights to Data.

The Supplier is in no case responsible for any instructions for Data Processing or other measures carried out 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 Terms, such compensation shall under no circumstances include compensation for indirect loss or consequential damage or damages of any kind that follow from or are a result of such breach of agreement, including, but not limited to, any loss of Data, loss of production, loss of income or profit, or third-party claims or authority decisions, even if the Customer has been informed of the risk of such damage. The Supplier's liability under the Terms is limited to direct damage, except where otherwise follows from mandatory law, for example what applies to damage caused by gross negligence or intent. All refunds and compensation for direct damage as well as direct losses and costs in each 12-month period shall never exceed an amount corresponding to 12 months of Subscription Fees for the Solutions in the same period. Such refund or compensation may also not exceed the National Insurance basic amount (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 outside the Supplier's or the Customer's control.

If legislation, regulations or rules affecting the Solutions or the delivery of them are changed, or new legislation, regulations or rules become applicable after the Service has been made available on the market, which prevent the Supplier from fulfilling instructions from the Customer or the Supplier's obligations under the Terms, and/or which require the Service to be shut down, in whole or in part, for a certain time or indefinitely, this shall be deemed to constitute a force majeure event. The Supplier is in no case responsible for such a force majeure event. In such cases, the Customer receives compensation for Subscription Fees paid in advance for Services affected from the month following the shutdown of the Service, where this is due to the force majeure event. Beyond this, the Customer has no right to assert 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 or alter Data or the Transfer of it. The Supplier has no liability for this type of unintended misuse, disclosure or loss of Data.

17. Governing law and dispute resolution

The parties' rights and obligations shall be governed in their entirety by Norwegian law. The parties shall attempt to resolve disputes concerning interpretation of the Terms or use of the Solutions through amicable agreements. If the dispute cannot be resolved in this way, the dispute shall be resolved through arbitration in accordance with the Norwegian Arbitration Act at Stavanger District Court.

18. Incorrect use of the Service

Under Section 15 of the Norwegian Act relating to control of marketing and contract terms, etc., it is not permitted to send email marketing to private individuals without prior consent from the individual to receive such marketing communications from companies and organizations, or a representative of companies and organizations. In addition, Section 9 of the Norwegian E-commerce Act applies, including that electronic marketing must clearly state on whose behalf the marketing is sent. If unsolicited marketing is sent by electronic mail, it must be clear that the messages contain marketing.

The law does not apply to "business/organization to business/organization" (B2B). Even though the law does not cover B2B, it is a good rule always to 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 mailings being blacklisted, the Customer is obliged to compensate the Supplier for all costs incurred in changing IP number.

If the Customer is convicted in court or receives a notice from the Norwegian Consumer Council for incorrect use of the Service, the Supplier has the right to terminate this agreement immediately without refund of paid one-time fees and rental fees.

The Supplier accepts no responsibility, directly or indirectly, for incorrect use of the Service and included modules under this section.

19. Definitions

• User: A natural person, 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 covering the Customer's Users, Data and other information relating to the Customer's use of and access to the Solutions.

• Data: All data transferred by the Customer to or from the Service when the Customer uses the Service for the purpose of being processed by the Service.

• Data Processing: All measures or series of measures, or other use of Data by the Supplier according to 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 Terms.

• Startup Day: The day on which operational delivery of the Solutions starts, so that the Customer can use the Solutions.

• Add-on Service(s): Separate individual functions or function packages that the Customer can typically use against a separate fee per transaction.