General Terms and Conditions

1. Introduction

1.1 These general terms and conditions (hereinafter the Agreement) apply to the delivery of services (collectively the Service). Amendments to the Agreement take effect 1 month after the time of the amendment, and the most recently published version of the Agreement applies at any given time. The Customer will be notified in writing of material amendments at least 1 month before they take effect. If an amendment entails a material reduction of the Customer's rights under the Agreement, the Customer may terminate the affected Service free of charge with effect from the date the amendment takes effect.

1.2 The parties to the Agreement are the Customer and the Supplier as further specified in the Agreement on Services/Products. The Supplier is Digiserv AS, org. no. 921 136 234, Gismerøyveien 89, 4515 Mandal, Norway, unless otherwise stated therein.

1.3 Special Terms means additional terms that apply to certain services or products. Such terms supplement this Agreement and are made available to the Customer together with the delivery.

1.4 The following defined terms are used in this Agreement:

• The Supplier – Digiserv AS.
• The Customer – the business customer (natural or legal person acting in the course of a business) that orders Services from the Supplier, as further specified in the Agreement on Services/Products. The Agreement is not directed at consumers.
• The Service – the services the Supplier delivers to the Customer under the Agreement and the Agreement on Services/Products.
• SLA – the Supplier's Standard Service Level Agreement, which governs service levels, cf. §13.3.
• The Data Processing Agreement – the agreement that governs the Supplier's processing of personal data on behalf of the Customer.

1.5 Services delivered on or via a third-party platform, including Microsoft 365, Adobe and other licensed services, are subject to the third party's own terms, by which the Customer is bound when using them. The Supplier provides access to such services but has no control over changes to the third party's terms.

1.6 In the event of conflict between the documents, the following order of precedence applies, with the highest-ranking document prevailing:

1. Agreement on Services/Products
2. Special Terms
3. These general terms and conditions
4. The Data Processing Agreement
5. Standard SLA

The Data Processing Agreement nevertheless prevails over the other documents in the event of conflict concerning the processing of personal data.

1.7 The Agreement, together with the Agreement on Services/Products, the SLA, any Special Terms and the Data Processing Agreement, constitutes the entire agreement between the parties and supersedes any previous oral or written agreements on the same subject. The Supplier's duty to provide information under the GDPR is fulfilled through the Privacy Policy. By accepting the Agreement, the Customer confirms that it has read all of the documents referred to.

2. Conclusion of the Agreement

2.1 The Agreement is concluded when the Customer orders Services from the Supplier. Use of the Service and payment of an invoice are deemed further confirmation of acceptance of the Agreement and its terms.

3. Credit assessment, security

3.1 The Supplier enters into the agreement with the Customer on the condition that the Customer is solvent at all times. As the Service involves an element of credit, the Supplier has a legitimate need to obtain a credit assessment. The Customer accepts that the Supplier may at any time set credit limits and obtain a credit assessment of the Customer.

3.2 If a credit limit is exceeded and the credit assessment, in the Supplier's opinion, indicates a risk of payment default, the Supplier may reject the order, or alternatively terminate the Agreement or require security, including advance payment.

4. Change of supplier

4.1 If, when entering into the Agreement, the Customer subscribes to services from other suppliers that are to be discontinued upon connection to the Supplier, the Customer must itself terminate the agreement(s) with the existing supplier(s). An exception applies if the Supplier receives a written authorization to carry out the necessary actions in connection with the change of supplier. Such authorization shall be given on a separate form.

5. General provisions on use of the Service

5.1 The Customer is not entitled to use the Service for unlawful purposes. The Service may not be used to use, copy, distribute or otherwise exploit information that is illegal, that is not intended for the Customer or to which the Customer has gained unauthorized access. When using the Service, the Customer must not circumvent physical or electronic barriers, or otherwise gain unauthorized access to other services or systems that the Customer is not entitled to use. Terms for the use of the Service may also follow from any Special Terms.

5.2 The Customer shall keep login and configuration information in a careful manner so that unauthorized persons do not gain access to it. If the Customer suspects that unauthorized persons have obtained knowledge of login data, the Customer shall immediately inform the Supplier and have the data changed. The Supplier may temporarily suspend the Service.

5.3 The Customer is responsible for all use that takes place until the Supplier has received notice from the Customer and has had reasonable time to take measures within its area of responsibility.

6. The Customer's prerequisites and responsibilities

6.1 The Customer is obliged to help ensure that the Service can be delivered as agreed, including by:

• appointing a contact person within its own organization
• giving the Supplier the necessary access to premises, systems and data where this is required to perform the Service
• keeping contact information (name, email address and telephone number) up to date
• making personnel available to cooperate on troubleshooting and fault correction within the agreed service hours
• accepting planned maintenance and notified changes to the Service

6.2 The Customer is itself responsible for implementing and maintaining appropriate security measures when using the Service. This includes, but is not limited to, up-to-date operating systems, active antivirus software, two-factor authentication on systems and devices, use of secure passwords with immediate change of default passwords, password protection on all internet-connected equipment, secure storage of encryption keys, and installation of security updates for third-party software and components that the Customer manages itself.

7. Suspension and user restrictions

7.1 The Supplier may wholly or partly suspend the Customer's access to the Service immediately and without prior notice if public authorities require it or if this is necessary for technical, operational or maintenance reasons. The same applies in emergencies, including serious threats to health, safety or the environment, natural disasters, war or war-like conditions, extensive strikes or lockouts, or a serious risk of sabotage against networks and services. Where possible, the Customer shall be notified of such measures reasonably in advance. The Supplier is not liable for any costs or losses the Customer may incur as a result of the aforementioned measures.

7.2 The Supplier is further entitled to suspend the Customer's access to the Service if the Customer has not paid its outstanding amounts within 14 days after the Customer has received written notice of suspension, or acts in breach of applicable public-law rules for the Service. All outstanding obligations must be paid before access is restored. A reconnection fee is charged in accordance with the Supplier's price list in force at any given time. The Supplier is not liable for any costs or losses the Customer may incur as a result of the said measures. Where the suspension is due to circumstances attributable to the Customer, charges for the Services continue to accrue until the end of the notice period.

7.3 The Supplier endeavors to make information about expected availability problems and planned interruptions to the Service, fault reporting services and user support available on its website or through other channels.

8. Term of the Agreement, termination and data upon expiry

8.1 The Agreement applies for the agreed contract period. Thereafter, the Agreement continues and is renewed automatically in accordance with the agreed invoicing period. Notice of termination must be sent to the Supplier in writing – for example by email or via the control panel – no later than 45 days before the start of a new invoicing period.

8.2 Upon expiry of the Agreement, the Customer's data is deleted from the Supplier's systems, except for data the Supplier is required to retain by law, including accounting documentation. The Customer is itself responsible for exporting or migrating data out of the Service before expiry, unless the Customer has been granted an extended export period in advance.

8.3 If the Customer terminates a Service before the end of an agreed commitment period, or the Supplier terminates the Agreement due to the Customer's breach, the Supplier may invoice the fees for the remaining commitment period, as well as the costs of third-party licenses and services to which the Supplier has committed on behalf of the Customer.

9. Changes to the Services

9.1 The Supplier is entitled to make changes to the content of the Service and to the Service's technical specifications, subject to at least 1 month's notice. If the change is due to changes in legislation or other circumstances beyond the Supplier's control, the Supplier may change the terms and content of the Services with immediate effect.

9.2 If the Customer uses the Service after a notified change has taken effect, the Customer is deemed to have accepted the change.

10. Price and price changes

10.1 The Customer shall pay the one-off costs, monthly amounts, and variable and usage-based costs specified in the Agreement.

10.2 The price of Services without a commitment period may be changed with 1 month's notice. The price of Services both with and without a commitment period may be changed when price changes occur that are beyond the Supplier's control, including services from Microsoft, Adobe and others, and in the event of changes in public taxes and charges. The Supplier is entitled to change its prices accordingly from the time such changes take effect.

10.3 All prices are index-adjusted annually, preferably on 1 January. This is done automatically and without prior notice. This applies to Services both with and without a commitment period.

11. Invoicing and payment

11.1 Invoices are due for payment 10 days after the invoice date, unless otherwise agreed. The Supplier may invoice monthly, quarterly or annually in advance, and may charge an invoice fee in accordance with the price list in force at any given time.

11.2 If an invoice is not paid when due, default interest accrues in accordance with the Norwegian Act relating to Interest on Overdue Payments (forsinkelsesrenteloven), together with reminder fees and costs under Norwegian debt collection legislation.

11.3 If the Customer believes that an invoice sent contains an error, a complaint must be made to the Supplier's customer service within a reasonable time and no later than the payment due date.

12. Defects and complaints

12.1 The Customer must report faults to the Supplier's customer service within a reasonable time after the fault was discovered; otherwise the Customer loses the right to invoke the fault.

12.2 Claims for damages under the Agreement must be submitted in writing without undue delay after the Customer became or ought to have become aware of the claim, and no later than twelve – 12 – months after the circumstances on which the claim is based. The time limit in this section does not apply to claims arising from the Supplier's wilful misconduct or gross negligence.

13. Rectification

13.1 Faults that are not serious will as a general rule be dealt with within a reasonable time during normal working hours on business days. The Supplier is only responsible for faults in the part of the Service delivered by the Supplier.

13.2 The Customer shall investigate whether the fault lies within its own or the Supplier's operational and maintenance responsibility. The Customer may be held financially liable for costs the Supplier may incur in connection with fault correction where the fault proves to lie within the Customer's own responsibility. Only the Customer's designated representative may report such a fault to the Supplier's customer service.

13.3 The service level is described in the Supplier's Standard SLA – Service Level Agreement, which is an appendix to the Agreement.

14. Termination for breach

14.1 If one of the parties materially breaches its obligations under the Agreement, and this is not due to circumstances for which the other party is responsible, the other party may terminate the Agreement with immediate effect.

14.2 Material breach on the part of the Customer includes, among other things, the Customer failing to pay an outstanding invoice within 14 days after a payment reminder has been sent by the Supplier, the Customer making unauthorized changes to the equipment, the Customer infringing copyright or other intellectual property rights, or the Customer misusing the Service.

14.3 If the Supplier terminates the Agreement due to the Customer's payment default, the Customer is obliged to settle all obligations towards the Supplier immediately. Furthermore, the Customer is obliged to pay the loss the Supplier has suffered as a result of the breach, including costs of any collection of the equipment.

14.4 The Supplier may terminate the Agreement with immediate effect if the Customer is declared bankrupt, opens debt negotiations, or must otherwise be assumed to be in a situation where the Customer cannot fulfill its obligations.

15. Liability and warranties

15.1 The Supplier is not liable for indirect loss or consequential damage, including consequential loss, operating loss, loss of profit, loss of data or loss of anticipated savings, that may arise in connection with the Agreement or the Customer's use of the Service.

15.2 The Supplier's total liability for damages towards the Customer is, for each contract year, limited to the fees the Customer has paid for the affected Service in the last twelve – 12 – months before the circumstances on which the claim is based arose.

15.3 Compensation for breach of the service level is governed by the Standard SLA, cf. §13.3. Compensation paid under the SLA is deducted from any liability for damages for the same circumstances.

15.4 The Supplier is not responsible for information the Customer chooses to store by means of the Service.

15.5 The Service is delivered in accordance with good industry practice and the service level that follows from the Agreement and the SLA. No further warranties are given beyond this.

15.6 The limitations of liability in §15 and §16 do not apply to loss caused by the Supplier's wilful misconduct or gross negligence, or where mandatory law precludes such a limitation.

16. Cyberattacks and cybersecurity

16.1 The Supplier is not liable for loss or damage resulting from cyberattacks, viruses, malicious code, ransomware, phishing or other cyberattacks directed at the Customer or the Customer's systems, including operating loss, loss of data, loss of profit or other consequential losses. The exemption from liability in this section applies subject to the exceptions set out in §15.6.

16.2 The Supplier may offer assistance with recovery and guidance following cyber incidents. Such assistance is invoiced at the standard hourly rate unless otherwise agreed.

17. Backup and data protection

17.1 The Customer is itself responsible for ensuring that the necessary backup of PCs, servers and cloud services is carried out, and that backup data can be restored. Backup shall be taken before equipment is handed in for repair, replacement or return.

17.2 Microsoft 365 and similar cloud services provide only limited retention and protection of data. Customers who need extended data protection should subscribe to the Supplier's cloud backup services.

17.3 On request, the Supplier may assist with backup, restoration or the issuance of a data deletion certificate. Such assistance is invoiced as agreed or at the standard hourly rate.

17.4 Backups the Supplier performs as part of its own operations are intended to restore operations in the event of a technical incident (disaster recovery), and do not constitute a guarantee of protection or restoration of the Customer's data. Unless a separate backup service has been agreed, the Customer is itself responsible for protecting its own data.

18. Force majeure

18.1 The Supplier is not liable for delays or deficiencies in the performance of the Agreement caused by circumstances beyond the Supplier's control, including war, acts of terrorism, natural disasters, pandemics, strikes or lockouts, fire, power outages, failure of electronic communications from third parties, or government intervention. The Supplier is obliged to notify the Customer as soon as possible if such circumstances arise.

19. Duty to mitigate loss and contributory fault

19.1 The Customer shall limit its loss by taking reasonable measures. If the Customer has contributed to the damage, or failed to limit the damage or loss, the Supplier's liability shall be reduced or lapse. The same applies if the Customer has not, to a reasonable extent, removed or reduced the risk of damage.

20. Assignment and subcontractors

20.1 The Supplier is entitled to assign its rights and obligations under the Agreement.

20.2 The Customer may not assign the Agreement, in whole or in part, to a third party without the Supplier's prior written consent.

20.3 The Supplier is entitled to use subcontractors for all or part of the Service. A list of subprocessors that process personal data is available on the Supplier's website.

21. Intellectual property rights

21.1 The Supplier retains all intellectual property rights to the Service, including software, scripts, documentation, design elements, setups, configurations and business methods. The Customer is granted a non-exclusive, non-transferable right to use the Service during the contract period. Custom deliveries are considered part of the Service unless otherwise agreed in writing.

22. Ownership of the Customer's data

22.1 The Customer owns all data stored or processed through the use of the Service. The Supplier has no rights to the Customer's data beyond what is necessary to deliver the Service in accordance with the Agreement.

23. Confidentiality and personal data

23.1 The Supplier is obliged to maintain confidentiality towards unauthorized persons regarding all information the Supplier has obtained about the Customer and the Customer's use of the Service, unless the Customer has given its consent, there is a legal basis in an act or in regulations issued pursuant to an act, or as part of debt collection etc. where there is objective reason to do so.

23.2 Processing of personal data that the Supplier carries out as controller is described in more detail in the Supplier's Privacy Policy. Processing of personal data that the Supplier carries out on behalf of the Customer is governed by the Data Processing Agreement.

24. Notices

24.1 The Customer is obliged to provide the Supplier with its email address and mobile telephone number, and accepts that the Supplier uses these to notify the Customer of matters concerning the Service covered by the Agreement. The Supplier may choose to notify the Customer by invoice, text message (SMS), email or other post.

24.2 Written notices to the Supplier shall be sent to post@digiserv.no or by post to Digiserv AS, Gismerøyveien 89, 4515 Mandal, Norway.

25. Partial invalidity

25.1 If one or more provisions of the Agreement are held to be invalid or unenforceable, this does not affect the validity of the remaining provisions of the Agreement.

26. Governing law and disputes

26.1 The Agreement is governed by Norwegian law.

26.2 The parties shall seek to resolve disputes concerning the Agreement through negotiation. If the parties do not reach agreement, the dispute shall be resolved by Agder District Court (Agder tingrett), sitting in Kristiansand, as the agreed legal venue. The Customer may choose to bring disputes relating to internet and telephony before the Norwegian Complaints Board for Electronic Communications (Brukerklagenemnda for elektronisk kommunikasjon). Reference is made to www.brukerklagenemnda.no.

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