Signicat Terms and Conditions

# Services agreement

Last updated: 02/08/2023
Current version effective from: 02/08/2023

Page contents

License grantor

Signicat AS (“Signicat”) {Invoicing entity} Beddingen 16 7014 Trondheim Norway

Business registration number: 989 584 022 MVA (Norway)

# 1 Definitions

Affiliate - Any entity within the Party’s company group, consisting of one or more parent companies together with one or more subsidiaries. A company is a parent company if it, owing to agreement or as owner of shares, has determinative influence over another company either alone or jointly with another entity. A company shall always be deemed to have determinative influence if the company (i) has a majority of the votes in such other company, or (ii) has the right to elect or remove a majority of the members of the board of directors of such other company.

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).

Customer Application - The web and/or mobile applications which integrate the Signicat Services through APIs to provide Signicat’s services to the Customer’s End Users.

Effective Date - The date of acceptance of contract.

End Users - A user of either user-facing applications provided by Signicat or the Customer Application via internet or via intranet, unless otherwise stated.

Identity Issuer – Shall mean any applicable issuer of electronic identity, as specified in respect of the terms of Appendix 4.

Intellectual Property Rights - Any copyrights, adaptation rights, publishing rights, reproduction rights, rights to communicate to the public, public performances, synchronization 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.

Signicat Services - the SaaS-services, as ordered by the Customer from Signicat under this Agreement, and as described in the Service Description. The Signicat Services do not include the services from Identity Issuers or Third-Party Providers.

Third-Party Provider – Shall mean a provider of certain software services that Signicat acts as reseller for, as listed in Appendix 5 and/or the Commercial Terms.

Transaction - Each of the technical steps in a process initiated by End User or machines that the Customer controls and to which the Customer has enabled access to the Signicat Services. A transaction has occurred once a process is initiated within Signicat Services.

# 2 Agreement and appendices

2.1 This Agreement is made as of the Effective Date between Signicat and the Customer. These terms (the ‘Agreement’) (each a ‘Party’, collectively the ‘Parties’) govern the provision of the services of Signicat to the Customer. The Customer is the entity that you represent and that has entered into this Agreement by accepting these terms and conditions. You represent to Signicat that you are authorized to enter into this Agreement on behalf of the Customer.

2.2 This Agreement consists of the terms and conditions as set out below and the following appendices which are hereby incorporated by reference into this Agreement. Any Identity Issuer Terms and/or Third-Party Terms are only applicable if the respective Identity Issuer and/or Third-Party Provider is stated in the order.

The terms of this Agreement, except for "Appendix 1: Commercial Terms" may be amended from time to time. Signicat will to the best of its ability ensure to notify the Customer of such amendments through the communication channels it has available. The amended version of the Agreement will be applicable and in force between the Signicat and the Customer from the date of the first notification. The at any time current version of this Agreement is available on Signicat.com.

2.3 In the event of inconsistencies, the terms below prevail over the Appendices, and the Appendices shall have priority in the abovementioned order, except if an appendix explicitly states otherwise.

# 3 Grant of license

3.1 Signicat grants to the Customer a non-exclusive, non-transferable, revocable limited right to use the Signicat Services for the purpose of allowing the Customer and/or End Users 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. The Customer shall not permit any other than the Customer and/or End Users to access and use the Signicat Services.

3.2 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.

3.3 There are no implied licenses granted under this Agreement, save for those expressly granted to the Customer hereunder.

# 4 Signicat's rights and obligations

4.1 Signicat will allocate sufficient and necessary competence in order to ensure its performance under this Agreement. Signicat will provide the Signicat Services with due care and skill, by using personnel possessing the appropriate training and experience to perform the necessary activities in a professional manner and in accordance with this Agreement, taking into consideration security, confidentiality, and compliance with applicable rules.

4.2 Signicat will offer the support, maintenance and service level as described in the Appendix Service Level Agreement.

4.3 The Customer is solely responsible for any implementation of integration between the Customer Application and the Signicat Services including any modification, amendment or addition of any API or sample code.

4.4 The Customer grants Signicat the right to use the Customer’s name and logo as a reference on Signicat’s website and marketing materials during the term of the Agreement. The Customer may object to the use of its name and logo after which Signicat will remove any publicly available references without unreasonable delay. Signicat will not use the Customer’s name and logo as part of direct marketing and marketing campaigns without prior approval from the Customer.

4.5 Signicat will procure and maintain, at its sole cost and expense, adequate and customary liability insurance coverage.

# 5 The customers rights and obligations

5.1 The Customers Affiliates shall also be entitled to access and use the Signicat Services. However, any disputes shall be settled by and between the Customer and Signicat as provided in this Agreement. The Customer shall be responsible and liable for any Affiliate's fulfilment of its obligations in relation to the Signicat Services under the Agreement.

5.2 The Customer shall not initiate and use web-service calls and other measures to check status on the Signicat Services. The Customer will upon notice from Signicat end such calls and other measures and will be charged at the rates set out in the Commercial Terms Appendix.

# 6 Fees and payment

6.1 All fees under this Agreement shall be paid within thirty (30) days of issue of an invoice by Signicat, unless specified otherwise in the Agreement.

6.2 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.

6.3 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, except if and insofar the invoice is subject to a legal dispute between the Parties.

# 7 Security and compliance

7.1 Both Parties shall perform their services and obligations under this Agreement in compliance with all applicable laws and regulations. Signicat provides the Signicat Services according to security standards set out in the Appendix Security Requirements.

7.2 In particular, both parties ensure to adhere to all applicable privacy laws and regulations pertaining to the Signicat Services, including Regulation (EU) 2016/679 (the "GDPR"). The Parties enter into the Data Processing Agreement, as set out in this Agreement.

# 8 Confidential information

8.1 The Receiving Party shall limit access to Confidential Information to only those of its employees, consultants and advisers to whom such access is reasonably necessary for negotiations and cooperation relating to the Purpose. The Receiving Party shall take all reasonable necessary actions to ensure that its employees respect the obligations of confidentiality and non-disclosure provided in this Agreement. The advisers shall keep Confidential Information confidential according to an agreement or by law.

8.2 Neither Party shall use, or disclose to any other person than mentioned in this section, 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.

# 9 Intellectual property rights

9.1 All Intellectual Property Rights 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.

9.2 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. Customer acknowledges and agrees that it has no rights or claims of any type, other than the licenses granted under this Agreement, to the Signicat Services, all modifications (whether made by Signicat, the Customer, or third parties), trademarks, 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.

# 10 Intellectual property indemnity

10.1 Signicat will defend at its own expense any suit or action brought against the Customer by a third party to the extent that the suit or action is based upon a third party claim that the Signicat Services or the Customer's use thereof infringes such third party’s Intellectual Property Rights. Signicat will pay those fees and costs associated with such suit or action (including reasonable costs for Customer to engage its own external legal counsel as well as costs pertaining to work to be performed by the Customer personnel due to such claim) and damages finally awarded against Customer in any such action that are specifically attributable to such claim or costs and damages agreed to in a monetary settlement of such claim, provided that:

(i)       the Customer promptly informs Signicat in writing of any such claim, demand, action or suit; and

(ii)       Signicat is given control over the defence or settlement thereof and that the Customer co-operates in the defence or settlement. Signicat shall act reasonably and shall consult with the Customer before agreeing any settlement pursuant to this clause.

10.2 If a claim, demand, suit or action alleging infringement is brought, or Signicat believes one may be brought; Signicat shall at its expense choose one of the following options:

(i)       modify the Signicat Services to avoid the allegation of infringement, while at the same time maintaining compliance with the Agreement to the extent that the Customer shall not be negatively affected;

(i)       obtain for the Customer at no cost to Customer a license to continue distributing the Signicat Services in accordance with this Agreement free of any liability or restriction; or

(ii)       if neither of the previous options are commercially feasible in Signicat’s reasonable opinion, Signicat may terminate this Agreement by giving Customer such forward notice to allow the Customer to secure any reasonably necessary replacement service, provided that such time to secure any replacement service shall not exceed six months.

10.3 Notwithstanding the provisions above, Signicat shall have no responsibility for claims arising from:

(i)       modifications of the Signicat Services by Customer or any third party;

(ii)       combination or use of the Signicat Services with the Customer or third party hardware or software not supplied by Signicat and which Signicat could not reasonably have expected Customer to use in relation to the Signicat Services and if such claim would not have arisen but for such combinations or use;

(iii)       Signicat’s modification of the Signicat Services in compliance with written specifications provided by the Customer;

(iv)       use of other than the latest version of the Signicat Services provided to the Customer by Signicat if the use of the latest version would have avoided the infringement and Signicat has made the Customer aware of such fact; or

(v)       use of the Signicat Services outside the scope of the rights granted to the Customer in this Agreement.

9.4 The foregoing sections state the sole liability of Signicat and the exclusive remedy of Customer in connection with infringement of Intellectual Property Rights.

# 11 Warranty disclaimer

11.1 Except as set forth in the Agreement, 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.

# 12 Limitation of liability

12.1 For the avoidance of doubt, Signicat is not liable towards (a) the Customer; (b) Customers Affiliates for:

(i)       errors or delays caused by Identity Issuers;

(ii)       loss caused by deficiencies in Signicat’s Services that are caused by the Customer’s acts or omissions.

12.2 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 and/or consequential damages of any kind arising under or in connection with this Agreement.

12.3 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 preceding months of the event that incurs liability.

12.4 The exclusions and limitations of liability of this Section 11 do not apply in case of death or injury to persons or to damages attributable to intent or gross negligence.

# 13 Force majeure

13.1 Neither Party shall be responsible or liable for failure of performance due to causes beyond its control, including, but not limited to denial-of-service attacks (DoS), general internet failure, line delays, power failure or faults of any machines, labour disputes and actions of any government agency, and other force majeure events defined by applicable law.

# 14 Term and termination

14.1 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.

14.2 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.

14.3 Upon expiration or termination of this Agreement:

(i)       The Customer shall immediately cease its use of the Signicat Services, and all licenses to End Users granted under this Agreement shall expire;

(ii)       Signicat undertakes to deliver to the Customer all information that is stored at/with Signicat or in Signicat’s possession or control that the Customer requests and that is of relevance to the Customer, provided that Signicat reserves the right to charge the Customer on a time and material basis for such requests;

(iii)       Each Party will return to the other Party or destroy (if so authorized in writing by the other Party) all Confidential Information concerning the other Party in the respective Party’s possession or control, and;

(iv)       Each Party shall immediately cease all use of the other Party’s and its supplier’s trademarks.

# 15 Miscellaneous

15.1 This Agreement shall not be altered, modified or amended except in writing executed by both Parties.

15.2 No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

15.3 Signicat may assign this Agreement without the prior written consent of the other Party to an Affiliate of Signicat.

15.4 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.

15.5 Signicat’s rights to be paid and Customer's obligations to pay Signicat all amounts due hereunder, as well as Sections 8, 9, 10, 11, 12, 14 and 14.5 shall survive termination of this Agreement.

15.6 This Agreement shall be governed by and construed in accordance with the laws of [fill in]. 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 [fill in].

15.7 If any provision of this Agreement is declared invalid by any court or tribunal, the remaining provisions of this Agreement shall remain in effect.

15.8 This Agreement has been duly executed by both Parties by way of electronic signature or Digital Evidence Management.

Last updated: 05/10/2023 09:30 UTC