General terms - services, products and consulting services

1. General

1.1 These terms ("General Terms") apply between the customer ("Customer") named in the Offer ("Offer") and / or the Agreement ("Agreement") and Netsecurity AS ("Netsecurity").

1.2 These General Terms shall be considered an integral part of the Agreement and apply to Netsecurity's delivery of the service, product or consulting service described in more detail in the Offer or the Agreement. The following terms apply both to deliveries of "software as a service" (SaaS) services ("Service"), and to delivery of. Products ("Products"), licenses, support services and consulting services ("Consulting Services"). The sections below specify in more detail both general and more specific terms related to the various deliveries.

1.3 By entering into a customer relationship with Netsecurity, the Customer accepts these General Terms, as well as any applicable Third-Party Terms in force 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 in force from time to time, and amended terms will at all times be available online. Changes of significance to the delivery, Netsecurity's or the Customer's duties and rights will be notified. Any continued use of the Service, Product or Consulting Service shall constitute binding consent to the amended General Terms.

1.5 The customer relationship applies from the start date stated in the Offer or the Agreement until the termination of the Agreement in accordance with Chapter 8.

2. License and use of services and products

2.1 Subject to the terms set out in these General Terms, Netsecurity hereby grants the Customer a non-exclusive, non-transferable, revocable, time-limited license to use the service ("Service") or the Product ("License"). The License includes the rights necessary for the Customer to use the Service or Product as agreed.

2.2 Rights granted under these General Terms are conditional upon the Customer complying with all of its obligations under the General Terms as well as the Offer or any Agreement. Under no circumstances may the Customer assign 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 the Netsecurity customer portal (portal.netsecurity.no), the Customer confirms that the information provided to Netsecurity for registration of the user account is correct and up to date 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 shall 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 deemed appropriate to ensure the best possible security level for the Customer.

3. Third-party suppliers

3.1 As part of the delivery of the Service, Product or Consulting Service, Netsecurity may use various subcontractors. In certain cases, the subcontractors will require the Customer to sign special third-party terms ("Third-Party Terms"). The Third-Party Terms shall prevail. 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 adaptations to their services, products or terms delivered to Netsecurity, Netsecurity shall at all times have the right, after reasonable prior notice, to make corresponding changes, improvements or adaptations to the Service, Product or Consulting Service and the General Terms in relation to its Customers.

3.3 If, for various reasons, Netsecurity's suppliers can no longer deliver the individual input factors included in the Service, Product or Consulting 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 supplier's side shall not be considered a breach under these General Terms.

3.4 Certain subcontractors may in some cases have a right to step 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, the Customer also accepts that Netsecurity's subcontractors may have such a right of entry.

4. Special terms for Services: Service level (SLA) and support

4.1 Service level. The service level for each individual service is stated in the Service Description for the relevant service or the Agreement with the Customer.

4.2 If the Parties have agreed support and maintenance services, Netsecurity shall deliver its Services in accordance with the terms for Support and Maintenance as stated in the Service Description for Support or the Agreement with the Customer. Netsecurity reserves the right to amend these terms at any time, cf. clause 1.4.

5. Payment

5.1 The Customer shall pay for the Service, Product or Consulting Service in accordance with Netsecurity's price terms in force from time to time.

5.2 In addition to the price terms in force from time to time, the following applies: For agreed overtime work during the period 16.00-21.00 on ordinary working days, a surcharge of 50 % of the normal hourly rate shall apply. For agreed overtime work at other times, a surcharge of 100% of the normal hourly rate shall apply. For agreed overtime work on public holidays, a surcharge of 100% shall apply. Any driving time will be charged at a lower hourly rate. Travel, per diem and any other travel expenses will be charged according to government rates.

5.3 All prices and charges that the Customer is obliged to pay for the Service, Product or Consulting Service shall be paid within thirty (30) days from Netsecurity issuing an invoice.

5.4 Netsecurity may make price adjustments at each year-end corresponding to the increase in Statistics Norway's consumer price index (main index), for the first time based on the index for the month in which the Agreement was signed. Netsecurity has the right to make any price adjustment for its Product, Service or Consulting Service after the expiry of the contract period or upon renewal of the Agreement under clause 8.

5.5 Netsecurity may make price adjustments vis-à-vis the Customer to the extent that rules or decisions regarding public charges are changed with effect on Netsecurity's remuneration or costs. In such a case, Netsecurity shall notify the Customer accordingly. The price changes must be documented and apply from the Customer's receipt of notice of the price changes.

5.6 If Netsecurity's suppliers make price adjustments to the products or services they deliver to Netsecurity, Netsecurity shall at all times have the right to make corresponding price adjustments vis-à-vis 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 clause 5.3, a debt collection notice will be issued with a new due date. In the event of late payment, Netsecurity may claim coverage of costs and interest pursuant to the Debt Collection Act, the Act relating to Interest on Overdue Payment and other applicable legislation.

5.8 Failure to pay shall always be considered a material breach by the Customer in accordance with clause 8.5. Netsecurity has, among other things, the right to suspend delivery of the Service, Product or Consulting Service in the event of non-payment, and reserves the right to do so without prior notice if the Customer does not pay after the first payment request with a 30-day payment term.

6. Change of Schedule and Compensation

If the customer wishes to change the schedule after the delivery date has been agreed, the supplier is entitled to compensation for incurred costs and any lost income resulting from the change. This includes, but is not limited to, costs related to time already allocated for consultants and purchases of goods made to ensure completion of the project within the originally agreed timeframe. The compensation may include the following:

6.1 Partial payment for completed work
If work or preparations have already been carried out before the change, the supplier may require partial payment for the work performed.

6.2 Coverage of costs related to procurement
The Customer shall cover actual costs for goods or services procured in accordance with the original schedule.

6.3 Administrative fee for change
In the event of significant administrative effort associated with adjusting the delivery, the supplier may charge a fee for additional administration and planning.

The Parties shall jointly reach agreement on the final compensation. Payment shall be made in accordance with the agreed payment terms.

7. Privacy

7.1 Netsecurity may process personal data made available through deliveries under the Agreement. This will typically be personal data such as contact information, usernames and login details, other personal details, employer and position 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.

7.2 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 that apply to the Service, the Product or the Consulting Service (see separate Terms of Service) and applicable legislation. Netsecurity's privacy policy is considered an integral part of the General Terms.

8. Duration and termination

8.1 Agreements concerning Consulting Services or Products, where delivery of a specific result has been agreed, shall remain in effect until the agreed result has been delivered.

8.2 The duration of Agreements for ongoing Consulting Services or delivery of Products follows from the Offer or the Agreement with the Customer.

8.3 The duration of agreements for delivery of Services follows from the Offer or other Agreement.

8.4 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 clause 8.5 of these General Terms. The customer relationship with Netsecurity may be terminated whenever the Customer wishes, but shall as a minimum run until the commitment period in the Agreement has expired. Netsecurity may terminate the Agreement with 3 months' notice prior to the renewal date.

8.5 If the Customer wishes to withdraw from the Agreement before the commitment period has expired, the Customer is obliged to pay a fee corresponding to the remaining installment amount. This means that if, for example, 3 months remain of the commitment period when the Customer terminates, or there are 6 months until the agreed result was to be delivered, the Customer will have to pay a fee corresponding to the agreed remuneration for the remaining months. In cases where there is a schedule, this shall form the basis for calculating the remaining period, taking into account progress to date, the parties' correspondence, and whether it was reasonable to expect that the result would have been delivered in accordance with the schedule.

8.6 Netsecurity has the right to suspend the Customer's access to the Service, the Product or the Consulting Service and choose to terminate the Agreement with immediate effect if the Customer materially breaches the Agreement. Any liability incumbent on Netsecurity under the Agreement shall, to the extent permitted by applicable legislation, cease in its entirety.

8.7 The Customer shall without undue delay notify of circumstances that the Customer understands or should understand may be significant for the performance of the delivery, including any expected delays. If the Customer causes delay in the delivery according to the stated schedule, whether concerning consulting services, product deliveries or other services, the supplier may invoice in accordance with the Agreement as well as documented extra work or costs resulting from the delay.

9. Special provisions regarding delivery of products and/or consulting services

9.1 Products
9.1.1 The delivered product shall comply with the requirements regarding type, quantity, quality, characteristics and other matters agreed with the Customer in the Offer or the Agreement. Netsecurity does not guarantee deliveries that are dependent on third parties, or circumstances beyond what has been agreed.

10. Consulting Services

10.1 In cases where delivery of a specific result has been agreed, Netsecurity will use its best efforts to ensure that the delivered product substantially corresponds to the agreed result. However, the Customer understands that the result is not necessarily error-free and may be subject to improvements. The Agreement does not entail any obligation as to results for Netsecurity.

10.2 If the delivered result does not correspond to the above, Netsecurity shall remedy the identified defects at its own expense, provided that the Customer reports any deviation within one (1) month after delivery. Any change beyond this shall take place according to the current rates for the Consulting Services.

10.3 For Products and Consulting Services: In cases where the Products or Consulting Services are to be delivered as an ongoing service, implementation shall take place through ongoing cooperation and by agreement with the Customer. Netsecurity shall use its best efforts at all times to accommodate the Customer's needs and requirements, in accordance with what is reasonable to expect based on, among other things, Netsecurity's expertise, available employees and the Customer's time perspective.

11. Intellectual property rights

11.1 All intellectual property rights in and to the Service, the Product or the Consulting Service that belong to Netsecurity, as well as all proposals, ideas, improvements, requests, feedback and other information from the Customer or another party related to the Service, the Product or the Consulting Service, shall be exclusively owned by Netsecurity.

11.2 All intellectual property rights in and to the Service, the Product or the Consulting Service that belong to Netsecurity's suppliers shall be exclusively owned by the respective supplier.

11.3 Intellectual property rights include, among other things: all copyrights, adaptation rights, printing rights, reproduction rights, communication to the public, public performance rights, synchronization rights, rights to be identified as the author of the work/works, stage names, patents, designs, trademarks, service marks, slogans, commercial symbols, logos, other designations, inventions, trade secrets, know-how, source codes, object codes, and/or other intellectual property rights, and applications for use in the same connection.

11.4 The Customer must not use or reproduce, or allow anyone to use or reproduce, trademarks or other trade names displayed in connection with the Product, the Service or the Consulting Service, regardless of program content and/or material distributed on or in connection with the program, without first obtaining written permission from Netsecurity.

12. Liability

12.1 Netsecurity disclaims all warranty liability, including, but not limited to, warranties regarding 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.

12.2 Netsecurity is not liable to the Customer for errors in the Product, the Service or the Consulting Service caused by Netsecurity's suppliers. The Customer may not invoke failure to meet the agreed quality requirement or service level after the delivery date if this is due to errors by Netsecurity's suppliers. Netsecurity is nevertheless obliged to report the relevant error to its suppliers and keep the Customer informed of the status of the rectification.

12.3 Compensation for indirect loss may not be claimed. Indirect loss includes, but is not limited to, lost profits of any kind, lost savings, loss of data, and claims from third parties, except awarded damages liability for defects in title. These limitations do not apply, however, if the loss is due to intentional or grossly negligent acts.

12.4 Netsecurity's total and maximum liability during the contract period shall under no circumstances exceed the paid license fee excl. VAT. The limitation of liability does not apply, however, if Netsecurity has acted with gross negligence or intent.

12.5 Netsecurity is not liable for obstacles or limitations that reduce Netsecurity's offering to the Customer when the circumstance is beyond Netsecurity's control and Netsecurity could not foresee or overcome the consequences of the circumstance.

12.6 The Customer undertakes to comply with its obligations under the General Terms in accordance with all applicable laws and regulations.

13. Indemnification

13.1 The Customer hereby agrees to defend and hold Netsecurity, their directors, parent company, subsidiaries, affiliated companies, licensees and suppliers harmless from any claim, liability, damages, compensation, loss or expense (including reasonable attorneys' fees) arising as a result of the Customer's use of the Product, the Service or the Consulting Service.

14. Force majeure

14.1 A party may not invoke breach if this 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 immediately upon becoming aware of it inform the other party of the consequences this will have, and, if possible, how long the party will be unable to fulfill its obligations. As soon as the circumstance has ceased, the party shall take all reasonable steps to limit the inconvenience to the other party.

15. Governing law and venue

15.1 The Agreement is governed by Norwegian law.

15.2 Disputes between the Customer and Netsecurity shall be sought resolved amicably. If this does not lead to a resolution, either party may bring the dispute before the ordinary courts with Oslo District Court as the agreed venue.

16. Marketing

16.1 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 from one party regarding this Agreement are subject to prior written approval by the Customer and Netsecurity, and consent may not be withheld without reasonable cause. The parties will use reasonable efforts to review and approve public announcements within three (3) days of submission.

17. Communication and contact information

17.1 Communication, marketing, notices or other inquiries 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 has been sent to the Customer.

17.2 Netsecurity can be reached as follows:

Netsecurity AS
Drammensveien 288, 0283 Oslo
post@netsecurity.no
faktura@netsecurity.no
95 55 15 15