Please read these Terms and Conditions, carefully before registering for a subscription for the Services offered on this website operated by Ainsky Technologies AS (Part of the Synega group), with company number: 922 265 798 and VAT number: 922 265 798.
In this Agreement, the following capitalized terms shall have the following meanings:
«Authorised Users» means employees, agents, consultants, or independent contractors of the Customer who have been expressly authorised by the Customer to receive a password in order to access the Services online;
«Business Day» means Monday to Friday excluding national holidays in Norway;
«Business Hours» means 09.00 – 17.00 local Oslo time on each Business Day;
«Client» means any entities or persons to whom the customer provides its services;
«Company» means the supplier of the Services, named in the Order Form;
«Confidential Information» means any and all information in any form relating to the Company or the Customer, or the business, prospective business, finances, technical processes, computer software (both source code and object code), IPRs or finances of the Company or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s Company’s possession by virtue of its entry into this Agreement or provision of the Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information;
«Consequential Loss» means pure economic loss, special loss, losses incurred by any Client or other third party, losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, costs of procuring substitute goods or product(s) or wasted management or staff time;
«Customer Data» means all data imported into the Services for the purpose of using the Services or facilitating the Customer’s use of the Services; «Customer» means the company or person named in each Order Form;
«DPA» means the data processing agreement of the Company published at www.synega.com/data-processing-agreement as amended from time to time;
«Effective Date» means the date this Agreement starts as set out in the Order Form;
«Feedback» means feedback, innovations or suggestions created by Authorised Users or Clients regarding the attributes, performance or features of the Services;
«Fees» means the fees set out in the Order Form;
«Force Majeure» means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, including without limitation where Company ceases to be entitled to access the Internet for whatever reason, server crashes, deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency;
«Illegal Content» means any data or content which is defamatory, or constitutes a breach of the IPRs or legal rights of any third party;
«Initial Term» means the initial term set out in the Order Form;
«IPRs» means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;
«Order Form» means each order form completed by the parties;
«Other Services» means any additional services to be provided to the Customer during the Term of this Agreement set out in any subsequent order form executed by the parties and added to this Agreement after the Effective Date;
«Renewal Term» means the renewal term set out in the Order Form;
«Services» means the software applications services of the Company, ordered by the Customer and set out in the Order Form which are made available to the Customer in accordance with any Operating Rules and including any computer software programs and, if appropriate, Updates thereto during the Term;
«Statistical Data» means aggregated, anonymized data derived from the Customer or Authorised User use of the Services which does not include any personal data or Customer Confidential Information;
«Term» means the Initial Term together with any subsequent Renewal Term(s);
«Terms and Conditions» means these terms and conditions of the Company published at www.synega.com/terms-and-conditions as amended from time to time;
«Trial Period» means any free trial period that is included in an Order Form;
«Updates» means any new or updated applications services or tools (including any computer software programs) made available by the Company as part of the Services during the Term.
2.1 The Customer engages the Company and the Company agrees to provide the Services to the customer in accordance with the terms of this Agreement from the Effective Date for the Term.
2.2 If the Customer wishes to purchase additional Services after the Effective Date, such Services shall be set out in one or more additional Order Forms, which will be signed by both parties and incorporated into this Agreement.
2.3 The Customer shall provide (including via email) or ensure that the Company receives all information necessary to provide the Services in a timely manner and the Customer acknowledges that if the Customer fails to do so and as a result, the Company is unable to provide the Services the Company shall not be in breach of this Agreement.
3.1 Subject to the Customer’s payment of the Fees, the Customer is granted a non-exclusive and non-transferable license to permit Authorised Users to use the Services (including any associated software, IPRs and Confidential Information of the Company) from the Effective Date for the Term for the Customer’s internal business operations. Such license permits the Customer to make copies of software or other information necessary for the Customer to receive the Services via the Internet. Where open-source software is used as part of the Services, such software use by the Customer will be subject to the terms of the open-source licenses. No additional implied rights are granted beyond those specifically mentioned in this clause 3.1.
3.2 Not withstanding the Customer’s statutory rights, no right to modify, adapt, or translate the Services or create derivative works from the Services is granted to the Customer.
3.3 Nothing in this Agreement shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Services. Disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Services is prohibited. To the extent that the Customer is granted the right by law to decompile such software in order to obtain information necessary to render the Services interoperable with other software, the Company will provide access to any relevant source code or information provided that the Customer makes a written request identifying the relevant details of the Services with which operability is sought and the nature of the information needed. The Company has the right to impose reasonable conditions including but not limited to the imposition of a reasonable fee for providing such access and information.
3.4 Unless otherwise specified in this Agreement, the Services are provided and may only be used in conjunction with:
3.5 The Customer may not:
3.6 The Company reserves the right to electronically monitor the Customer’s use of the Services.
4.1 All IPRs and title to the Services (save to the extent these incorporate any Customer Data, Customer IPR or third party owned item) shall remain with the Company and/or its licensors and subcontractors. No interest or ownership in the Services, the IPR or otherwise is transferred to the Customer under this Agreement.
4.2 The Customer shall retain sole ownership of all rights, title and interest in and to Customer Data and its pre-existing IPR and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants the Company a non-exclusive, license to use Customer Data, Customer IPR and any third party owned item from the Effective Date for the Term to the extent required for the provision of the Services.
4.3 The Customer is not allowed to remove any proprietary marks or copyright notices from the Services.
4.4 The Customer grants the Company a non-exclusive, non-transferable, revocable license to display the Customer’s name, logo, and trademarks, as designated and/or amended by the Customer from time to time and as required in the creation of correspondence, documentation, and website front ends in the provision of the Services.
4.5 The Customer assigns all rights, title, and interest in any Feedback to the Company. If for any reason such assignment is ineffective, the Customer shall grant the Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
4.6 The Customer grants the Company the perpetual right to use Statistical Data and nothing in this Agreement shall be construed as prohibiting the Company from using the Statistical Data for business and/or operating purposes, provided that the Company does not share with any third party Statistical Data which reveals the identity of the Customer, Authorised Users or Clients, or Customer’s Confidential Information.
4.7 The Company may take and maintain technical precautions to protect the Services from improper or unauthorized use, distribution, or copying.
This Agreement shall commence on the Effective Date for the Initial Term. At the expiry of the Initial Term, this Agreement will automatically renew for Renewal Terms and continue until either party terminates the Agreement by giving the other at least 30 days notice in writing prior to a Renewal Term. Neither party may terminate the Agreement without cause during the Initial Term.
6.1 The Company shall invoice the Customer the Fees set out in the Order Form. All invoices shall be issued and paid in the currency stated in the Order Form. All Fees exclude any Value Added Tax legally payable on the date of the invoice, which shall be paid by the Customer in addition, where applicable.
6.2 All Fees shall be invoiced as set out in the Order Form.
6.3 Fees remain fixed for the Initial Term of the Agreement. After the Initial Term, the Company may revise fees.
6.4 Unless stated otherwise in the Order Form, payment of all Fees is due within 30 days of the date of invoices. If the Customer believes that any invoice is incorrect, it must notify the Company in writing within 14 days of the invoice date.
6.5 Where payment of any Fee is not received within 14 days of the due payment date, the Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remains unpaid. The Company shall be entitled to charge interest on overdue Fees at the applicable statutory rate.
6.6 The Company reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.
7.1 Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles, and agreements.
7.2 To the extent that personal data is processed when the Customer or Authorised Users use the Services, the parties acknowledge that the Company is a data processor and the Customer is a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.
7.3 If a third party alleges infringement of its data protection rights, the Company shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
8.1 Each party warrants and represents that:
8.2 The Company warrants to the Customer that it has the right to license the Services.
8.3 The Company warrants and represents that the Services shall be performed with reasonable skill and care and in a professional manner in accordance with good industry practice.
8.4 The Company warrants to the Customer that the Services will operate to provide in all material respects the facilities and functions implemented by the Company as set out in the Order Form. If there is a breach of this warranty, the Company shall use reasonable commercial endeavors, to correct any material defect or to replace the defective Services. Notwithstanding the aforesaid, the Company shall only be obliged to remedy any material defect if:
8.5 The warranties in clauses 8.2 to 8.4 inclusive shall not cover deficiencies or damages relating to:
8.6 No warranty is made regarding the results the Customer can achieve from using the Services or that the Services will operate uninterrupted or error-free.
8.7 The Customer warrants that it rightfully owns the necessary user rights, copyrights, and ancillary copyrights and permits required for it to fulfill its obligations under this Agreement.
8.8 The Customer warrants and represents that it and Authorised Users shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services granted under this Agreement is limited as set out under this Agreement. In particular the Customer and Authorised Users shall treat any identification, password or username or other security device for use of the Services with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of the above shall be immediately notified to the Company in writing. The Customer shall be liable for any breach of this Agreement by an Authorised User.
8.9 The Customer warrants and represents that it shall ensure that its network and systems comply with the relevant specification provided by the Company from time to time and that it is solely responsible for procuring and maintaining its network connections and telecommunications links from the Customer’s systems to the Company’s data centres and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the Internet.
8.10 All third party content or information provided by the Company via the Services, for example prices is provided «as is». The Company provides no warranties in relation to such content or information and shall have no liability whatsoever to the Customer for its use or reliance upon such content or information.
8.11 Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) are excluded to the fullest extent permitted by law.
9.1 Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by their negligent act or omission or wilful misconduct.
9.2 Neither party shall be liable for any Consequential Loss arising out of or related to this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, even if the party was advised of the possibility of such damages.
9.3 Neither party shall be liable for any loss of profits (whether categorised as direct or indirect) arising out of or related to this Agreement, whether based on contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, even if a party was advised of the possibility of such damages.
9.4 Subject to clauses 9.1 to 9.3 inclusive the total liability of the Company to the Customer in aggregate (whether in contract, tort or otherwise) for any and all claims relating to or arising under this Agreement or based upon any claim for indemnity or contribution shall be limited to the total Fees (excluding all taxes) paid by the Customer to the Company during the 3 month period prior to the date on which any such claim arose. If the duration of the Agreement has been less than 3 months, such shorter period shall apply.
9.5 The Customer shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Authorised Users who access the Services and Solutions as if such acts, omissions or negligence had been committed by the Customer itself.
9.6 The Customer shall not raise any claim under this Agreement more than 1 year after:
9.7 The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents.
10.1 The Company shall at its own expense, defend or at its own option settle any claim brought against the Customer by a third party on the basis of an infringement of any IPR by the Services (excluding any claim deriving from any Customer provided item) and pay any final judgment entered against the Customer on such issue or any settlement thereof, provided that:
10.2 If all or part of the Services becomes, or in the opinion of the Company may become, the subject of a claim or suit of infringement, the Company shall at its own expense and sole discretion:
10.3 The Company shall have no obligations under clauses 10.1 and 10.2 above to the extent that a claim is based on:
10.4 Clauses 10.1 to 10.3 state the Customer’s sole and exclusive rights and remedies and the Company’s entire obligations and liability for any claims made under these clauses.
10.5 The Customer shall defend, indemnify and hold the Company and its employees, sub- contractors or agents harmless from and against any costs, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from:
10.6 Any claimed infringement or breach by the Customer or Authorised User of any IPR with respect to use of the Services outside of the scope of this Agreement; or
10.7 Use by the Company of any Customer Data or Customer or Authorised User provided item, in particular use, storage or publication of any Illegal Content; or
10.8 Any access to or use of the Services by an Authorised User or a third party;
10.9 Breaches of data protection law or regulations or the terms of the DPA by the Customer or an Authorised User; and
10.10 Any breach of the terms of this Agreement by an Authorised User; and the Company shall be entitled to take reasonable measures in order to prevent Illegal Content from being published on the Internet or breaches of third party rights from continuing.
10.11 Subject to clauses 10.1 to 10.5 inclusive, each party («the first party») indemnifies and undertakes to keep indemnified the other party, its officers, servants and agents («the second party») against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceedings or demand that may be brought, made or prosecuted against the second party under any indemnity contained in clause 10. Such indemnity extends to and includes all costs, damages and expenses (including legal fees and expenses) reasonably incurred by the second party in defending any such action, proceeding claim or demands.
11.1 The Company may terminate this Agreement or the provision of any Services with immediate effect if:
11.2 Either party may terminate this Agreement immediately, with cause, if the other party:
11.3 Either party may terminate this Agreement for material breach of any term by giving the breaching party written notice. However, where the breach is capable of remedy, provided that the breach is specified and remedy of the breach is requested, the notice shall only be effective if the breaching party fails to remedy the breach within 14 days of receipt of the notice.
11.4 Termination of this Agreement for any reason shall not affect the accrued rights of the parties arising under this Agreement and in particular without limitation the right to recover damages against the other. All clauses which should by their nature survive termination or expiry of this Agreement shall survive the expiry or termination of this Agreement and shall remain in force and effect.
11.5 Upon termination of this Agreement:
12.1 Each party may use the Confidential Information of the other only for the purposes of this Agreement. Each party must keep confidential all Confidential Information disclosed to it, except where the recipient of Confidential Information is required to disclose the Confidential Information by law to any regulatory, governmental or other authority with relevant powers to which either party is subject.
12.2 Each party may disclose the Confidential Information of the other party to those of its employees and agents who need to know the Confidential Information for the purposes of this Agreement, but only if the employee or agent is bound by confidentiality undertakings equivalent to those set out in this Agreement.
12.3 Both parties agree to return (or destroy) all documents, materials or data containing Confidential Information to the disclosing party without delay upon the completion of the Services or termination or expiry of this Agreement.
12.4 The obligations of confidentiality under this Agreement do not extend to information that:
12.5 If either party is required to disclose any Confidential Information pursuant to clause 12.4.5 such party shall, where lawfully permitted to do so:
12.6 The parties acknowledge and agree that without prejudice to the general confidentiality provisions in this clause 12 and without limitation, all information falling within the definition of Confidential Information as set out in clause 1 of this Agreement and any information which is supplied by the disclosing party to the receiving party pursuant to this Agreement or the negotiation thereof is:
12.6.1 Confidential Information the disclosure of which by the receiving party would be an actionable breach of confidence; or
13.1 The Company shall permit the Customer to specify which Authorised Users may access the Services through its standard application security options.
13.2 The Customer and Authorised Users must ensure that each password is only used by the user to which it has been assigned. The Customer is responsible for any and all activities that occur under the Customer’s account and via the Customer’s passwords. The Customer will immediately notify the Company if the Customer becomes aware of any unauthorized use of the Customer’s account, the Customer’s passwords or breach of security known to the Customer. The Company shall have no liability for any loss or damage arising from the Customer’s failure to comply with these requirements.
13.3 The Company may suspend access to the Services, or portion thereof, at any time, if in the Company’s sole reasonable discretion, the integrity or security of the Services is in danger of being compromised by acts of the Customer or Authorised Users. The Company shall give the Customer prior notice, where possible, before suspending access to the Services, giving specific details of its reasons.
This Agreement shall be governed exclusively by Norwegian law. The courts of Norway shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.
Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
16.1 Amendments to, or notices to be sent under this Agreement, shall be in writing and shall be deemed to have been duly given if sent by registered post to a party at the address given for that party in this Agreement. Notwithstanding the aforesaid, the Company may change or modify the terms of this Agreement in order to comply with a change in applicable law, upon giving the Customer 30 days notice via email. All changes shall be deemed to have been accepted by the Customer unless the Customer terminates the Agreement prior to the expiry of the 30 day period. The Company and the Customer are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship
16.2 Failure to exercise, or any delay in exercising, any right or remedy under this Agreement, or at law or equity, shall not be a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
16.3 No party may assign or transfer its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however the Company shall be entitled to assign the Agreement to any company in the Company’s group of companies or any entity that purchases the shares or assets of the Company as the result of a merger, takeover or similar event.
16.4 Neither party shall make any public statement, press release or other announcement relating to the terms or existence of this Agreement, or the business relationship of the parties, without the prior written consent of the other party. Notwithstanding the aforesaid, the Company may use the Customer’s name and trademarks (logo only) to list the Customer as a client of the Company on its website and in other marketing materials and information.
16.5 Nothing contained in this Agreement is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.
This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations, and discussions between the parties relating to the subject matter thereof.