General Terms and Conditions

1.1 These terms (“General Terms”) apply between the customer (“Customer”) specified in the offer (“Offer”) and Netsecurity AS (“Netsecurity”). The Offer, any service-specific terms (“Service Description”) and these General Terms together constitute the agreement between the parties (“Agreement”).

1.2 In the event of any conflict between the agreement documents, the following order of precedence shall apply: (i) the Offer, (ii) the Service Description and (iii) these General Terms. The Service Description may be attached to the Offer and shall apply to the relevant delivery to the extent it is selected.

1.3 These General Terms apply to Netsecurity's delivery of ongoing services delivered over the internet (“Service”), hardware, software, licenses or other products (“Product”), and advisory or consulting services (“Consulting Service”), as further described in the Offer. The Service, the Product and/or the Consulting Service are collectively referred to as the “Delivery”. The total amount the Customer is obliged to pay for the Delivery is referred to as the “Remuneration”.

1.4 By entering into a customer relationship with Netsecurity, the Customer accepts these General Terms as well as any applicable third-party terms from time to time (“Third-Party Terms”). The person who has accepted or signed the Agreement on behalf of the Customer warrants that they have the authority to bind the Customer.

1.5 Netsecurity reserves the right to amend the General Terms applicable from time to time. Amended terms will be published on Netsecurity's website and notified to the Customer at the email address registered in the Customer's user account. Notice shall be deemed given upon dispatch. If the Customer does not terminate the Agreement in writing within thirty (30) days from the time notice is given, the Customer shall be deemed to have accepted the amended General Terms. Continued use of the Delivery after expiry of the deadline shall in any event constitute binding consent to the amended General Terms.

2.1 Netsecurity hereby grants the Customer a non-exclusive, non-transferable, revocable and time-limited license to use the Service or the Product (“License”). The License may be revoked with immediate effect if the Customer breaches the Agreement, including by non-payment, or upon termination of the Agreement for any reason. The License includes the rights necessary for the Customer to use the Service or the Product as agreed.

2.2 The rights under the License are conditional upon the Customer complying with all of its obligations under the Agreement. Under no circumstances may the Customer assign rights to the License or otherwise give third parties access to or the right to use the License without Netsecurity's prior written consent.

2.3 Netsecurity has the right to make technical, functional or other changes to the Delivery, including changes resulting from requirements from subcontractors, regulatory requirements, security considerations or general product development. Netsecurity will notify the Customer of material changes within a reasonable time before they are implemented, but shall have no liability for the consequences of such changes.

2.4 The Customer may order additional Services and Products by sending a written request for an additional order (“Additional Order”) to Netsecurity at contact@netsecurity.no. Netsecurity shall process the request within a reasonable time and prepare a new Offer stating the scope, Remuneration and other terms for the Additional Order. The Offer shall be sent to the Customer for signature. These General Terms apply to any Additional Order unless otherwise agreed in writing. Netsecurity reserves the right to stipulate special terms for each individual Additional Order. The Additional Order shall be deemed accepted when the Customer has signed the Offer.

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

3.2 The Customer shall make necessary information, access, resources and decision-making basis available to Netsecurity at the agreed time. Netsecurity may claim compensation for delays resulting from the Customer's failure to fulfill its duty to cooperate, including remuneration for additional costs resulting from lack of preparation on the part of the Customer. Netsecurity is not responsible for errors or delays that may arise as a result of deficiencies in installations or other preparations for which the Customer is responsible. The Customer is obliged to fulfill its duty to cooperate in the onboarding of the Service from the Commencement Date, cf. Clause 6.

3.3 The Customer shall notify Netsecurity without undue delay of circumstances that the Customer understands or ought to understand may be significant for the implementation of the Delivery, including any delays.

4.1 As part of delivering the Delivery, Netsecurity may use subcontractors. In certain cases, the subcontractors will require the Customer to accept specific Third-Party Terms. The Third-Party Terms shall take precedence over these General Terms. By entering into a customer relationship with Netsecurity, the Customer accepts such Third-Party Terms. Netsecurity will make applicable Third-Party Terms available to the Customer by link in the Offer. The Customer is responsible for familiarizing itself with and complying with the Third-Party Terms.

4.2 If Netsecurity's subcontractors make changes, improvements or adaptations to their services, products or terms, Netsecurity has the right to make corresponding changes to the Delivery and the General Terms vis-à-vis the Customer. Netsecurity shall give the Customer reasonable prior notice of such changes, unless the changes are of minor significance for the Delivery. The same applies if subcontractors make price adjustments, cf. Clause 7.5.

4.3 If Netsecurity's subcontractors for various reasons can no longer deliver the input factors included in the Delivery, Netsecurity has the right to replace these with equivalent input factors of the same quality from another subcontractor. Failure to deliver input factors due to circumstances on the part of the subcontractor shall not be deemed a breach under these General Terms.

4.4 Subcontractors may have the right to step into the contractual relationship between Netsecurity and the Customer to enforce their Intellectual Property Rights, to the extent this follows from the applicable Third-Party Terms.

5.1 Requirements for the Service's availability and performance (“Service Level”) follow from the Service Description or the Offer.

5.2 If the parties have agreed support and maintenance services, the terms for such services follow from the Service Description or the Offer.

6.1 No later than thirty (30) days after the signing date, the parties shall agree in writing on a date for commencement of the Service (“Commencement Date”). The Commencement Date shall be no later than ninety (90) days after the signing date.

6.2 If the parties have not agreed the Commencement Date within the deadline in Clause 6.1, the Commencement Date shall be set as the ninetieth (90th) day after the signing date. An agreed Commencement Date may only be changed by written agreement between the parties.

6.3 The Commencement Date constitutes the start date for invoicing under Clause 7.2.

7.1 The Customer shall pay the Remuneration for the Delivery in accordance with the prices and conditions specified in the Offer. Where the Offer does not specify Remuneration, Netsecurity's price list applicable from time to time shall apply, available upon request. Any surcharges for overtime, travel and per diem shall follow the state's rates.

7.2 The first invoice for the Service shall be issued on the Commencement Date and invoiced on an ongoing monthly basis. Remuneration for Consulting Services shall be invoiced in arrears based on time spent and materials used in accordance with Netsecurity's price list applicable from time to time. All Remuneration 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.

7.3 Netsecurity may adjust the Remuneration 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 entered into. Netsecurity is also entitled to adjust the Remuneration for the Delivery after expiry of the contract period or upon renewal of the Agreement under Clause 9.

7.4 Netsecurity may also make adjustments to the Remuneration vis-à-vis the Customer to the extent that changes in public charges affect Netsecurity's costs. Netsecurity shall notify the Customer of such changes. Changes in the Remuneration must be documented and apply from the Customer's receipt of the notice.

7.5 If Netsecurity's subcontractors increase their prices, Netsecurity has the right to pass on a corresponding increase in the Remuneration to the Customer with effect from the time the increase takes effect for Netsecurity. The same applies in the event of changes in exchange rates. Netsecurity shall notify the Customer of such increases in the Remuneration within a reasonable time and state the basis for the change.

7.6 If the Customer does not pay in accordance with Clause 7.2, a debt collection notice will be issued with a new due date. In the event of late payment, Netsecurity may claim costs and interest under the Debt Collection Act, the Late Payment Interest Act and other applicable legislation.

7.7 Non-payment shall always be deemed a material breach by the Customer, cf. Clause 9.3. If overdue Remuneration has not been paid within thirty (30) days of the due date, Netsecurity may, after giving the Customer written notice with a payment deadline of five (5) business days, suspend the Delivery with immediate effect. Netsecurity may additionally claim coverage of all costs related to suspension and any restoration of the Delivery.

8.1 Netsecurity may process personal data made available through the Delivery. This will typically include contact information, usernames, login details, other personal details, employer and position information. Netsecurity is the data processor for such processing. By signing the Agreement, the Customer accepts Netsecurity's standard data processing agreement applicable from time to time.

8.2 Netsecurity may also process personal data collected directly from Netsecurity's customers and suppliers, including information about contact persons in commercial agreements. In such cases, Netsecurity is the data controller. Netsecurity will at all times process the Customer's personal data in accordance with the general privacy policy, the specific privacy terms applicable to the Delivery (see the Service Description) and applicable legislation. Netsecurity's privacy policy shall be deemed an integral part of these General Terms.

9.1 The Agreement enters into force upon signing and remains in effect as long as the Customer has one or more active Deliveries, unless the Agreement is terminated in accordance with this Clause 9. The duration, commitment period and notice periods for each individual Delivery are set out in the Offer. Each Delivery may have an independent commitment period and its own supplementary terms, regardless of the Agreement's other Deliveries. The Customer may terminate a single Delivery without terminating the Agreement as a whole, unless otherwise follows from the Offer. Upon expiry of the commitment period for the individual Delivery, the Delivery shall automatically continue for a new period corresponding to the original commitment period, unless the Delivery is terminated in writing with the notice period set out in the Offer. Upon termination of the last active Delivery, the Agreement shall automatically terminate.

9.2 If the Customer wishes to terminate the Agreement or an individual Delivery before the commitment period has expired, the Customer is obliged to pay a cancellation fee corresponding to the remaining Remuneration for the rest of the commitment period. For Consulting Services, the cancellation fee shall be calculated based on time spent and documented direct costs incurred by Netsecurity. Regardless of the termination, the Customer is obliged to pay license costs related to the Delivery in accordance with the Third-Party Terms.

9.3 Netsecurity has the right to block the Customer's access to the Service and terminate the Agreement or the affected Delivery with immediate effect if the Customer materially breaches the Agreement. From the time of termination, Netsecurity is released from all future delivery obligations related to the terminated Delivery or Agreement. Netsecurity retains the right to all due and unpaid Remuneration up to the time of termination, as well as the right to claim compensation for direct loss resulting from the Customer's breach.

10.1 All intellectual property rights (including copyrights, patent rights, trademark rights, source code, object code, know-how and trade secrets, as well as any other form of intellectual property right) (“Intellectual Property Rights”) in and to the Delivery belonging to Netsecurity, as well as all proposals, ideas, improvements, requests, feedback and other information from the Customer or any other party related to the Delivery, shall be exclusively owned by Netsecurity and Netsecurity's subcontractors.

10.2 All Intellectual Property Rights in and to the Delivery belonging to Netsecurity's subcontractors shall be exclusively owned by the respective subcontractor.

10.3 The Customer must not use or reproduce, or permit anyone to use or reproduce, trademarks or other trade names displayed in connection with the Delivery without first obtaining written permission from Netsecurity.

12.1 Netsecurity provides no warranties beyond what explicitly follows from the Agreement. To the extent not otherwise agreed in writing, the Service and the Product are provided “as is”. Netsecurity provides no warranties as to error-free operation, uninterrupted access, integration with the Customer's systems, fitness for a particular purpose or accuracy of results. All implied warranties and terms not explicitly stated in the Agreement are disclaimed to the extent permitted by applicable law.

12.2 Netsecurity is not liable to the Customer for defects in the Delivery caused by Netsecurity's subcontractors. The Customer may not invoke failure to meet the agreed Service Level after the Commencement Date if this is due to errors by subcontractors. Netsecurity shall nonetheless actively work with its subcontractors to resolve the relevant error and keep the Customer continuously informed of the status of error correction. If an error caused by a subcontractor results in material downtime or unavailability of the Service for more than thirty (30) consecutive days, the Customer is entitled to a proportionate reduction in the Remuneration for the affected period. If such downtime exceeds sixty (60) consecutive days, the Customer is entitled to terminate the affected part of the Agreement by giving fourteen (14) days' written notice.

12.3 Compensation for indirect loss may not be claimed. Indirect loss includes, but is not limited to, loss of profit of any kind, lost savings, loss of data and claims from third parties, with the exception of awarded damages for defects in title. The limitations in this Clause do not apply if the loss is due to intent or gross negligence.

12.4 Netsecurity's total and maximum liability during the term of the Agreement shall under no circumstances exceed the Remuneration the Customer has been invoiced for the last twelve (12) months prior to the complaint date, excluding value added tax. If the Agreement has been in effect for less than twelve (12) months, the cap shall be calculated proportionately on the basis of the average monthly Remuneration. The limitation of liability does not apply in the event of gross negligence or willful misconduct on the part of Netsecurity.

14.1 A party cannot be held liable for breach if this is due to circumstances beyond the party's control, which the party should not have foreseen and cannot reasonably be expected to overcome. If such a circumstance arises, the affected party shall notify the other party without undue delay of the circumstance, its consequences and expected duration. As soon as the circumstance has ceased, the party shall take all reasonable steps to limit the inconvenience to the other party.

14.2 Force majeure does not suspend the Customer's obligation to pay Remuneration for Deliveries already delivered before the force majeure situation occurred. If a force majeure situation lasts for more than sixty (60) days, Netsecurity may terminate the Agreement by giving fourteen (14) days' written notice without liability to the Customer.

16.1 The Agreement is governed by Norwegian law.

16.2 Disputes between the Customer and Netsecurity shall be sought resolved amicably. If this does not succeed, either party may bring the dispute before the ordinary courts with Oslo District Court as the venue.

16.3 These General Terms are available in both Norwegian and English. The English version is only a translation prepared for information purposes. In the event of any discrepancy or doubt of interpretation between the two versions, the Norwegian terms shall prevail.

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 upon transmission to the Customer.

17.2 Netsecurity may be contacted as follows:

Netsecurity AS

Drammensveien 288, 0283 Oslo

post@netsecurity.no 

faktura@netsecurity.no 

95 55 15 15