1 Definitions

 

"Vendor" refers to Compleasy AS.

"System" refers to the software Compleasy® and its related modules, along with all associated and connected documentation. The system includes, but is not limited to, content, design, functionality, and documents or components thereof.

"Customer" refers to the natural or legal person, public authority, agency, or other entity that, alone or jointly, purchases the System.

"Users" refers to the natural persons to whom the Customer grants access to the System.

"Parties" refers to the Customer and Vendor when referred to collectively. Individually, they are referred to as a "Party."

"Terms" refers to the terms and conditions governing the use of the System.

"Confidential Information" refers to all information related to this Agreement (whether before, on, or after the effective date) that is marked "Confidential," or that should reasonably be considered confidential based on the context and nature of the information. Confidential Information includes, but is not limited to, computer programs in source and/or object code, technical drawings, algorithms, know-how, prototypes, models, samples, formulas, processes, ideas, inventions (whether patentable or not), discoveries, methods, strategies and techniques, research, development, design details and specifications, financial information, purchasing and/or procurement requirements, customer lists, information about investors, employees, business or contractual relationships, sales and marketing data, business forecasts, market plans, and similar information.

"Confidentiality Obligations" refers to the obligations the Parties have to ensure that Confidential Information is not disclosed to third parties.

"Intellectual Property Rights" refers to, but is not limited to, copyrights, patents, trade secrets, trademarks, or other intellectual property rights.

"Marks" refers to, but is not limited to, the Vendor's name, logo, trademarks, and service marks.

"Feedback" refers to all written suggestions or recommended changes regarding the System, including but not limited to new features or functionality related thereto, or any comments, questions, suggestions, or the like submitted to the Vendor.

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2 General

 

These Terms regulate the duties and rights of the Customer, Users, and Vendor when using the System.

The Terms are accepted electronically upon registration in the System. The Customer confirms by this acceptance to be bound by the Terms. If the Terms are not accepted, access to the System will not be granted.

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The System strives to use simple and understandable language. If the Customer finds something unclear, the Vendor can be contacted

at post@compleasy.no.

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  2.1 Changes to the Terms

 

The Vendor reserves the right to update and revise the Terms as necessary. The Customer will be notified of any changes at least three months before they take effect.

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By continuing to use the System after the new Terms have come into effect, the Customer is deemed to have accepted the current version of the Terms.

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  2.2 Privacy Policy and Data Processing Agreement

 

By accepting the Terms and using the System, the Customer consents to the content and provisions described in the Vendor's Privacy Policy and Data Processing Agreement.

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3 Use of the System

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  3.1 Conclusion of Agreement

 

By purchasing the System, it is confirmed that the necessary authorizations to enter into an agreement on behalf of the Customer are in place and that the signature on the Agreement is executed by a person with the necessary rights according to the Customer’s certificate of registration or other internal guidelines for purchasing such systems.

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  3.2 Administrator

 

The person who purchases the System on behalf of the Customer will automatically be granted administrator rights in the System. This person must assign Users the necessary rights to use the System.

 

The Customer is fully responsible for managing access to the System, including assigning, modifying, and revoking user rights. This also includes ensuring that only authorized individuals have access to sensitive data and functions within the System and regularly reviewing and updating access rights to maintain data security and integrity.

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  3.3 License

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Subject to compliance with these Terms, the Vendor grants the Customer a limited, non-exclusive, non-transferable, and revocable license to access and use the System for internal business purposes.

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  3.4 Customer’s Rights and Obligations

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The Customer agrees not to:

• Use the System for any illegal or unauthorized purpose.

• Modify, adapt, or hack the System, or otherwise attempt to gain unauthorized access to the System or its associated systems or networks.

• Interfere with or disable any features, functionality, or security controls of the System, or otherwise bypass any protective mechanisms of the System.

• Copy, frame, or mirror any part or content of the System.

• Use the System to create or contribute to creating a competing solution.

• Modify, disclose, alter, translate, or create derivative works of the System.

• Sub-license, resell, distribute, rent, lease, loan, transfer, or otherwise dispose of the System.

• Reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to derive or access the source code, object code, or underlying structure, ideas, or algorithms of the System, in whole or in part.

• Use the System to store or transmit any viruses, software routines, or other code designed to allow unauthorized access, disable, delete, or otherwise damage software, hardware, or data, or perform other harmful actions.

• Use the System or the documentation in any way or for any purpose that infringes, misuses, or otherwise violates any intellectual property rights or other rights of any person, or that violates any applicable laws.

• Disclose to any third party any performance information or analysis related to the System.

• Remove, alter, or obscure any proprietary notices in or on the System, including any copyright notices.

• Use the System to record Personal Data. If Users nonetheless record Personal Data in the System, the Customer is responsible for ensuring that this Personal Data is processed in accordance with applicable laws. The Vendor disclaims all liability related to the processing of such Personal Data in these cases.

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  3.5 Vendor’s Rights and Obligations

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• The Vendor shall take the necessary technical measures to ensure the highest possible uptime.

• The Vendor will, to the best of its ability, continue to develop the System.

• The System may contain technical errors, typos, image errors, or other issues. The Vendor will correct errors that are discovered as soon as possible. Notification to the Customer will be based on the severity of the error.

• The purpose of the System is to simplify compliance through the use of technology. The Vendor, therefore, has the right to analyze and use the Customer's usage patterns to drive this development in the best interests of the Customer.

• The Vendor offers training and guidance related to the System through various channels and has the right to adapt customer communication based on registered data in the system and publicly available information about the Customer.

• In case of suspected misuse, the Vendor has the right to block access to the System.

• Price changes beyond the consumer price index will be notified at least three months before the change takes effect.

• The Customer shall indemnify the Vendor for all costs and losses incurred by the Vendor as a result of a third party claiming that the Customer's data or use of the System violates third-party intellectual property rights.

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4 User Responsibility

 

  4.1 Account Security

 

A personal user account must be created for all Users of the System. The Customer’s administrator for the System is responsible for creating and managing new Users.

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Login credentials to the System are personal and must be stored securely. Login details must not be shared with others. Each User is responsible for maintaining the confidentiality of their account and password. The User is responsible for all activities that occur under their account or password. The Customer bears full responsibility for all actions and omissions by Users in connection with their use of the System.

 

  4.2 Data Ownership

 

The Customer owns their registered data and is the data controller for any personal data registered. Further details are described in the Data Processing Agreement.

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The Customer has the right to delete their own data as long as it does not conflict with legal requirements. Deleting registered data may have significant consequences if done unintentionally. In cases of special needs for faster deletion, a written request can be sent to the Vendor.

 

The Customer has the right to export their own registered data as long as the data will be used for:

1. Internal purposes within the Customer's organization.

2. Presentation to external stakeholders such as investors or authorities.

3. For the Customer’s own use after the termination of the agreement with the Vendor.

 

No data belonging to the Vendor can be exported.

 

  4.3 Data Quality

 

The Customer is fully responsible for the accuracy, quality, and legality of the data in the System, including all information submitted to public authorities as part of mandatory reporting. The Vendor is not responsible for any errors or omissions in the data provided.

 

  4.4 Competing Solution

 

The Customer is not entitled to use the System with the intent to create or contribute to the creation of a competing solution. In case of doubt, the Vendor should be contacted, and the Customer should refrain from using the System until a written response is received. Breach of this point triggers liability for damages for the Vendor’s market losses and costs incurred in connection with the development of relevant functionality.

 

5 Fees and Payment Terms

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  5.1 Fees

 

All prices are quoted in Norwegian kroner, exclusive of VAT, as agreed at all times. Payments via Stripe are due on the 1st of each month, applicable to the previous month. For Customers paying via electronic invoice, the payment is due on the 15th of each month, applicable to the previous month.

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The Vendor has the right to conduct an audit of the Customer’s use of the services to verify that the fees paid are in accordance with the agreement regarding the number of users or similar. Such an audit must be notified with reasonable notice and carried out with minimal inconvenience to the Customer.

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  5.2  Late Payment Interest

 

If the Customer fails to pay on time, the Vendor is entitled to interest on the overdue amount in accordance with the Norwegian Act of 17 December 1976 no. 100 relating to interest on overdue payments, etc. (the Late Payment Interest Act).

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  5.3 Payment Default

 

If the overdue, undisputed fee, including late payment interest, is not paid within 30 (thirty) calendar days of the due date, the Vendor may send written notice to the Customer that the agreement will be terminated if the payment is not made within 60 (sixty) calendar days after the notice is received.

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Termination cannot occur if the Customer settles the overdue fee, including late payment interest, within the deadline.

If the Customer does not pay within the mentioned 60 days, the Vendor may block access to the System and terminate the agreement. The Vendor may also refuse the Customer to enter into a new agreement after such cases.

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  5.4 Price Changes

 

The Vendor's prices may be adjusted at the beginning of each year in line with the increase in the Consumer Price Index (CPI) published by Statistics Norway, the first time based on the index for the month in which the agreement was signed.

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The Vendor’s prices may also be adjusted if regulations or decisions regarding public fees change, affecting the Vendor’s fees or costs. In such cases, the Vendor must notify the Customer. Price changes must be documented and apply from the Customer’s receipt of the notice.

 

Price changes beyond the Consumer Price Index or public decisions must be notified at least three months before the change takes effect.

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6 Information Security, Maintenance, and Technical Performance

 

  6.1Information Security

 

The Vendor shall implement appropriate measures to ensure information security in the System. This includes measures to ensure the confidentiality of the Customer's data and to prevent data from being compromised. Furthermore, the Vendor shall implement measures to prevent unauthorized alteration or deletion of data, as well as to protect against viruses and other harmful software.

 

The Vendor shall ensure that third-party suppliers take adequate and necessary measures to protect the Customer’s data.

 

The Vendor shall, through planned and systematic measures, ensure satisfactory information security with respect to confidentiality, integrity, availability, and resilience in processing personal data.

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  6.2 Maintenance

 

Standard upgrades and routine maintenance of the service are included in the fees. The Vendor is responsible for testing and performing standard upgrades necessary for the service to meet the agreed requirements.

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  6.3 Technical Performance

 

The System is cloud-based, and outages may occur. The Vendor will strive to deliver good performance, uptime, and functionality in line with comparable services.

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In the event of planned or unplanned downtime, the service may be temporarily unavailable. The Vendor has the right to make changes and updates to the System without notifying the Customer. The Vendor will, as far as possible, strive to notify the Customer of planned changes or updates and implement them at times that cause the least possible disruption to the Customer.

 

7 Confidentiality and Data Protection

 

  7.1 Obligations

 

The obligation of confidentiality applies throughout the term of the agreement and for a period of two (2) years thereafter.

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The Customer will use the same degree of care to protect Confidential Information as it uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by the Customer solely to fulfill its obligations under this Agreement.

 

The Parties agree that Customer Data shall be considered Confidential Information of the Customer.

 

  7.2 Exceptions

 

Confidential Information does not include information that:

1. Is in or enters the public domain without breach of this Agreement and without any fault of the Customer.

2. Can reasonably be demonstrated by the Customer to have been in its possession before first receiving it from the Vendor.

3. Can be demonstrated by the Customer to have been developed independently by the Customer without the use of or reference to Confidential Information.

4. Is received from a third party without restrictions on disclosure and without breach of a non-disclosure obligation.

 

Additionally, the Customer may disclose Confidential Information if required by applicable laws or by a subpoena or order issued by a court of competent jurisdiction or another authority, but only provided that the Customer, to the extent permitted by applicable law:

1. Gives the Vendor written notice immediately upon receiving the order of disclosure.

2. Fully cooperates with the Vendor before disclosure to allow the Vendor to raise any objections it may have to the disclosure of the information required by the order and seek a protective order or other appropriate relief.

 

The Parties may share necessary information with legal advisors, accountants, banks, funding sources and their advisors, or regulatory authorities:

1. In connection with enforcing this Agreement or rights under this Agreement.

2. In connection with an actual or proposed merger, acquisition, or similar transaction.

 

If there is a dispute between the Parties as to whether specific information falls under one or more of the exceptions listed in this section, the Customer bears the burden of proof that such information falls under the alleged exceptions.

 

  7.3 Processing of Personal Data

 

The legal basis for processing personal data is described in the Vendor’s Privacy Policy.

 

8 Intellectual Property Rights

 

Nothing in this Agreement shall be construed as a transfer of ownership of Intellectual Property Rights from one Party to the other.

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  8.1 Ownership

 

All intellectual property rights to and in the System, including but not limited to software, content, improvements, upgrades, modifications, and work products, are owned by the Vendor or its licensors.

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  8.2 Feedback

 

If the Customer or any of its Users submits Feedback to the Vendor, all rights to such Feedback are transferred to the Vendor. The Customer hereby agrees that the Vendor has the right to use and exploit such Feedback fully in any manner it sees fit.

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  8.3 Customer’s Brand

 

The Customer shall own and retain all rights, titles, and interests in and to the brand related to the Customer’s business and all Intellectual Property Rights related thereto. The Vendor may not use the Customer’s brand without the Customer’s explicit consent.

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  8.4 Disclaimer

 

The System is provided "as is" and "as available" without any warranties of any kind, either express or implied, including but not limited to implied warranties of fitness for a particular purpose or that it does not infringe on the rights of others.

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  8.5 Relationship with Third Parties

 

The Vendor has the right to use third parties in its business processes. The System is integrated with services provided by these third parties to deliver part of the functionality of the System.

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    8.5.1 Customer’s Use of Third-Party Solutions Outside the System

 

The Vendor is not responsible for the Customer's use of any third-party product or service or for any damage or loss arising from or related to the Customer’s use of third-party products or services outside the System.

 

  8.6 No Legal Advice

 

The Customer acknowledges and agrees that the Vendor does not provide legal or other professional advice, and the Customer should not consider information provided by the Vendor, whether through the System or otherwise, as legal or other professional advice. The Customer is solely responsible for obtaining its own legal and professional advice

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9 Indemnity and Breach

 

  9.1 Vendor’s Breach

 

A breach by the Vendor occurs if the System does not comply with the agreed functions, requirements, or deadlines. However, a breach does not occur if the situation is due to the Customer’s actions or force majeure, or if the issue is related to third-party deliveries.

 

The Customer must notify the Vendor in writing within a reasonable time after the breach is discovered or should have been discovered.

It is not considered a breach if the Vendor takes the System offline due to reasons such as, but not limited to, maintenance, security concerns, or other necessary measures.

 

    9.1.1 Limitation of Liability for Vendor’s Breach

 

In the event of a breach by the Vendor, the Customer may claim compensation. The Vendor’s liability under these Terms is limited to direct losses.

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Indirect losses are not covered. Indirect losses include, but are not limited to, loss of profit, loss due to business interruptions, loss of data, and claims from third parties.

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In any case, compensation claims cannot exceed 50% of the total annual fee.

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    9.1.2 Right to Termination in the Event of Vendor’s Breach

 

If there is a material breach by the Vendor, the Customer may, after giving the Vendor written notice and a reasonable period to remedy the situation, terminate the agreement with immediate effect. The Customer shall, upon termination due to Vendor's breach, pay for the use of the System up until the time of termination.

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  9.2 Customer’s Breach

 

A breach by the Customer occurs if the Customer does not fulfill its obligations under the agreement. For payment defaults by the Customer, see section 5.3. However, a breach does not occur if the situation is due to the Vendor’s actions or force majeure.

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The Vendor must notify the Customer in writing within a reasonable time after the breach is discovered or should have been discovered.

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     9.2.1 Limitation of Liability for Customer’s Breach

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In the event of a breach by the Customer, the Vendor may claim compensation. The Customer’s liability under these Terms is limited to direct losses.

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Indirect losses are not covered. Indirect losses include, but are not limited to, loss of profit, loss due to business interruptions, loss of data, and claims from third parties.

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In any case, compensation claims cannot exceed 50% of the total annual fee.

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    9.2.2 Right to Termination in the Event of Customer’s Breach

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If there is a material breach by the Customer, the Vendor may, after giving the Customer written notice and a reasonable period to remedy the situation, terminate the agreement with immediate effect.

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10 Termination

 

  10.1 Termination Period

 

The termination period lasts from the date of notice of termination, cancellation, or withdrawal and until the actual termination date. The System will remain fully functional during the termination period.

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  10.2 Termination by the Customer

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The Customer may terminate the agreement with the Vendor for any reason with 3 months' notice.

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The Customer may terminate the agreement with immediate effect if it can be documented that the Vendor has committed a significant breach of applicable laws, regulations, or the Terms, or in circumstances where it can be documented that competent authorities cannot supervise the Customer as a direct result of the provisions in these Terms.

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The Customer may, upon termination, retrieve its own data from the System.

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Under no circumstances may the Customer retrieve data from the System that belongs to the Vendor, except as required by law as described in these Terms.

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  10.3 Termination by the Vendor

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The Vendor may terminate the agreement with the Customer for any reason with 3 months' notice.

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  10.4 Effect of Termination

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Upon any termination of this Agreement:

• The license and any other rights granted to the Customer under these Terms regarding the System will cease at the end of the termination period.

• The Customer shall pay the Vendor all amounts due and payable until the end of the termination period.

• The Vendor, upon the Customer’s termination, will not have any obligation to refund any prepaid licenses to the Customer.

• The Customer, upon the Vendor’s termination, shall be entitled to a refund for any period where the Customer has already paid but will not be able to use the System.

• The Vendor, within 3 months after the end of the termination period, shall delete the data registered by the Customer.

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11 Insolvency and Data Retrieval

 

If insolvency proceedings, a settlement, or bankruptcy, or any other form of creditor control becomes applicable in relation to the Vendor’s business, the Customer has the right to terminate the agreement with immediate effect unless otherwise required by mandatory law.

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In such cases, the Customer has the right to retrieve its own data from the System. However, under no circumstances may the Customer retrieve data belonging to the Vendor, except as required by law as described in these Terms.

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12 Governing Law

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The validity, interpretation, construction, and performance of these Terms, and all actions and transactions pursuant to these Terms and the rights and obligations of the Parties hereunder, shall be governed, interpreted, and understood in accordance with Norwegian law, without regard to conflict of law principles.

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13 Disputes

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  13.1 Governing Law

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The rights and obligations of the Parties under these Terms are fully subject to Norwegian law.

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  13.2 Negotiation and Mediation

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If a dispute arises between the Parties regarding the interpretation or legal effects of these Terms, the Parties shall first seek to reach an agreement through negotiation and/or mediation.

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  13.3 Legal Proceedings or Arbitration

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If a dispute cannot be resolved through negotiation or mediation, either Party may require that the dispute be finally resolved in Norwegian courts. The legal venue shall be the Vendor’s legal venue.

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The Parties may alternatively agree that the dispute shall be finally resolved through arbitration.

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14 Contact Information

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Inquiries regarding technical support should be sent to post@compleasy.no. Inquiries will be answered on an ongoing basis, and the Vendor will strive to respond to inquiries within a reasonable time.

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Professional advice must be agreed upon separately between the Parties. Such advice is not covered by these Terms & conditions.

Questions related to these Terms & conditions should be sent to post@compleasy.no.

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