# Terms and conditions
# 1 Grant of licence
1.1 Signicat grants to the Customer a non-exclusive, non-transferable, revocable limited right to use the Signicat Services for the purpose of allowing "End Users" (A user of either user-facing applications provided by Signicat or the Customer Application via internet or via intranet, unless otherwise stated) to access and use the Signicat Services. End Users may only use the Signicat Services for its intended purpose as set out in the Service Description. Neither the Customer nor any End Users shall permit any other than End Users to access and use the Signicat Services.
1.2 The Customer shall take all reasonable precautions necessary to: (i) prevent access to the Signicat Services by any individual who is not an End User; and (ii) prevent any distribution or redistribution of the Signicat Services in breach of this Agreement of which the Customer is aware of. Except as expressly permitted herein or by law, the Customer shall not modify, reverse engineer, disassemble, or decompile the Signicat Services or any software contained therein.
1.3 There are no implied licences granted under this Agreement and all rights, save for those expressly granted to the Customer hereunder, are expressly excluded and shall remain with and belong to Signicat and/or its licensors.
# 2 Signicat's rights and obligations
2.1 Signicat will offer the support, maintenance and service level as described in the Maintenance Appendix.
2.2 Signicat offers both ready-made web applications, plugins in third party systems and APl's, libraries and sample code that demonstrate how the Customer may choose to integrate its web sites with the Signicat Services. However, the Customer is solely responsible for any implementation of integration between the "Customer Application" (The web and/or mobile applications which integrate the Signicat Services through APIs in order to provide Signicat’s services to the Customer’s End Users) and the Signicat Services including any modification, amendment or addition of any API or sample code.
# 3 The customer's rights and obligations
3.1 The End Users right to use the Signicat Services is derived from the Customers right to use the Signicat Services. Therefore, the terms and conditions for the End Users must be equally protective for Signicat as the terms and conditions in this Agreement. The Customer will indemnify Signicat for any damages arising out of the Customer's breach of this obligation.
3.2 The Customer is obliged to strictly adhere to the relevant Identity Issuer terms and conditions, which in its entirety forms part of this Agreement in accordance with the Identity Issuer Terms.
# 4 Fees and payment
4.1 All fees under this Agreement shall be paid within fourteen (14) days of issue of an invoice by Signicat, unless specified otherwise in the Agreement.
4.2 All fees under this Agreement are exclusive of customs, taxes, duties or excises in any form, all of which shall be borne by the Customer.
4.3 Payments that are more than thirty (30) days overdue will be subject to the amount determined by applicable law pertaining to overdue payments, on the overdue balance. In the event that any payments are more than two (2) months overdue, Signicat may, at Signicat's discretion, without prejudice to any other rights and remedies and without liability to the Customer, suspend access to all or part of the Signicat Services until the invoices in question have been paid unless the invoice has been disputed in good faith based on credible evidence, and the Customer has paid the undisputed amount.
4.4 The fees will not change during the first 6 months after the Effective Date of the Agreement. Prices may thereafter be changed with 1 months’ notice. Thereafter, the fees may be index regulated yearly without further notice in accordance with the Statistics Norway’s (SSB) wage index for the Information and communication industry with the addition of two percentage points.
# 5 Security and compliance
5.1 Both Parties shall perform their services and obligations under this Agreement in compliance with all applicable laws and regulations. A more detailed description of Signicat's policy and practice regarding security is set out in the Security Requirements. Signicat may suspend the Customer's use of the Signicat Services without liability, at any time, temporarily or permanently, in the event that the Customer's use of the Signicat Services is in breach of the applicable laws and regulations.
5.2 In particular, both Parties warrant to adhere to all applicable privacy laws and regulations pertaining to the Signicat Services, including Regulation (EU) 2016/679 (the "GDPR"). Further, by agreeing to this Agreement, the Parties also enter into the Data Processor Agreement.
# 6 Confidential information
6.1 "Confidential Information" means the specific terms of this Agreement, and any information disclosed by either Party to the other Party, either directly or indirectly, in writing or in any other manner, relating to each Party’s business and/or customers, including without limitation confidential information about the Signicat Services. Confidential Information shall not include information (i) already in the possession of the receiving party without an obligation of confidentiality; (ii) hereafter rightfully furnished to the receiving party by a third party without a breach of any separate nondisclosure obligation; or (iii) publicly available without breach of this Agreement (i.e. information in the public domain).
6.2 Neither Party shall use, or disclose to any person, either during the term or after the termination of this Agreement, any Confidential Information except in accordance with the other party´s prior written consent or as required by law.
6.3 Signicat may distribute press releases about the cooperation between Signicat and the Customer as well as the launch of the Signicat Services only after the Customer’s prior written consent. Such consent shall not be unreasonably withheld.
# 7 Intellectual property rights
7.1 All "Intellectual Property Rights" (any copyrights, adaptation rights, publishing rights, reproduction rights, rights to communicate to the public, public performances, synchronisation rights, rights to be named as creator of the work(s), artist names, patents, utility models, circuitry, rights of patent, design patents, designs, trademarks, trade names, service marks, brands slogans, commercial symbols, logos, other designations, inventions, trade secrets, know-how and/or any other industrial and/or intellectual property rights, and applications thereof) belonging to each Party as of the date of this Agreement, and all rights, title and interest to existing technology, products and works of each Party and all accompanying and associated materials as of the date of this Agreement, shall remain exclusively with such Party or such Party’s licensors.
7.2 All right, title and interest to any software, products, technology and/or information in any service, documentation or material provided or developed by Signicat from time to time under this Agreement, shall remain exclusively with Signicat or Signicat’s licensors. As between Signicat and the Customer, Signicat also owns and holds all Intellectual Property Rights and other rights to the non-personal log data in and from Signicat Services Transactions, which will be used in an aggregate manner that does not identify the Customer or any other legal or natural persons. Customer acknowledges and agrees that it has no rights or claims of any type, other than the licences granted under this Agreement, to the Signicat Services, all modifications (whether made by Signicat, the Customer, or third parties), trademarks, the above mentioned log data, and the Intellectual Property Rights embodied therein, and the Customer irrevocably waives and releases any claim to title and ownership rights (including copyright ownership) thereto.
# 8 Warranty disclaimer
8.1 Except as set forth in Section 5.1 and 5.2, and to the extent permitted by law, Signicat and its suppliers disclaim all warranties, either express or implied, statutory or otherwise, including without limitation warranties of functionality, fitness for a particular purpose or non-infringement.
# 9 Limitation of liability
9.1 For the avoidance of doubt, Signicat accepts no liability whatsoever towards (a) the Customer; (b) Customers and their End Users; or (c) any other third person, for: (i) any loss caused by any transaction by use of the Signicat Services; (ii) errors or delays that are outside Signicat’s reasonable control, including without limitation denial-of-service attacks (DoS), general internet failure, line delays, power failure or faults of any machines; (iii) loss caused by deficiencies in Signicat’s Services that are caused by the Customer’s acts or omissions; or (iv) any loss suffered by the Customer because of loss of data caused by the Signicat Services, excluding remedial expenses incurred to restore lost data in the event the loss of data was caused by Signicat’s failure to make backups and such backup obligation was explicitly agreed upon.
9.2 Neither Party shall be liable to the other Party in contract, tort or otherwise, whatever the cause thereof, for any loss of profit, business or goodwill or any other indirect damages of any kind arising under or in connection with this Agreement.
9.3 The total and maximum liability of a Party under any provision of this Agreement or any transaction contemplated by this Agreement shall in no event exceed an amount equal to the total amounts paid by the Customer to Signicat under this Agreement the last 12 proceeding months of the event that incurs liability, or EUR 100 000, whichever amount is the least.
9.4 The exclusions and limitations of liability of this Section 9 do not apply in case of death or injury to persons, damages attributable to breach of Section 6 (Confidentiality) or to damages attributable to intent or willful recklessness of the respective Party's management.
# 10 Term and termination
10.1 This Agreement shall commence on the Effective Date and continue for an Initial Term as set out in the Commercial Terms. Thereafter the Agreement shall continue for successive periods equal to the Initial Term ("Additional Term(s)") unless terminated earlier in accordance with this Agreement.
10.2 This Agreement may be terminated by either Party at any time if the other Party is in material breach of any term or condition of this Agreement and such breach continues unremedied for a period of thirty (30) days after the Party in breach has been notified of such breach by the other Party by means of a written notice. The terminating Party shall be entitled to set the day upon which the Agreement terminates, provided that, in the event of termination by Signicat, Signicat shall always grant the Customer such time extension as is necessary in order for the Customer to be able to procure similar services from other suppliers in a seamless and orderly fashion, provided that such time not shall exceed six (6) months and that the Customer pays Signicat all applicable fees in such period.
10.3 The Parties right to terminate this Agreement for convenience is set out in the Commercial Terms.
10.4 This Agreement may be terminated by either party, if a receiver is appointed for the other party or its property, if the other party makes an assignment for the benefit of its creditors, any proceedings are commenced by, for or against the other party under any bankruptcy, insolvency or debtor's relief law, or actions are taken to liquidate or dissolve the other party.
10.5 This Agreement may be terminated by Customer subject to the conditions set out in the Data Processor Agreement Section 5.
10.6 Upon expiration or termination of this Agreement:
(i) The Customer shall immediately cease its use of the Signicat Services, and all licences to End Users granted under this Agreement shall expire; (ii) The due dates of all outstanding invoices shall automatically be accelerated so they become due and payable on the date of termination or expiration, even if longer terms have been previously agreed; (iii) Each Party shall immediately cease all use of the other Party’s and its supplier’s trademarks and shall not thereafter use any mark which is confusingly similar to any trademark associated with the other party or its suppliers.
# 11 Miscellaneous
11.1 Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
11.2 Neither Party shall be responsible for failure of performance due to causes beyond its control, including, but not limited to labour disputes and actions of any government agency, and other force majeure events defined by applicable law.
11.3 The notices or other communications shall be effective upon receipt and shall be deemed to be received by a Party: (i) if delivered personally or sent by courier, upon delivery at the address of the relevant party; (ii) upon verification of receipt via e-mail, or; (iii) if sent by registered letter, unless actually received earlier, on the third Business Day after posting.
11.4 Signicat’s rights to be paid and Customer's obligations to pay Signicat all amounts due hereunder, as well as Sections 5, 6.1, 6.2, 7, 8, 9, 10.6, and 11 shall survive termination of this Agreement.
11.5 This Agreement shall be governed by and construed in accordance with the laws Norway (except the conflict of laws). Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be settled by the courts of Oslo.
11.6 If any provision of this Agreement is declared invalid by any court or tribunal, the remaining provisions of this Agreement shall remain in effect.
11.7 This Agreement has been duly executed by both Parties by way of electronic signature.
This Agreement is valid and binding as of the date of the last [electronic signature] (the "Effective Date").