General Customer Terms
DigiUnity AS (the “Company”) is a private limited company registered in the Norwegian Register of Business Enterprises, with business registration number 998 297 915.
The Company offers software and services based on solutions developed and provided by Company (“Platform”).
The Platform gives the possibility for a community to connect, communicate, share knowledge, interact, collaborate and more.
These general terms and conditions ("General Terms and Conditions") and the specific terms for each Customer ("Customer Agreement") (together the “Agreement”) governs the access and use of the Platform. In case of a conflict between the General Terms and Conditions and the Customer Agreement, the Customer Agreement shall prevail.
“Customer” is the legal entity to which the Platform is offered under the terms of this Agreement. “Party” shall mean a party to this Agreement and “Third Party” shall mean any other party than the Parties.
1. Ownership, Intellectual Property and Copyright
- 1.1 The Platform is the property of the Company, and is protected by copyright laws and/or other intellectual property laws. All title and copyrights in and to Platform and the accompanying materials provided by the Company and rights thereto are and shall remain owned fully and solely by Company.
- 1.2 The Company obtains no rights to the content or material posted on the Customer's Community Node(s). Content produced and/or posted by the Customer and/or the users of the Customer Community Node ("Affiliated End Users") on the Platform shall be owned by the Customer and/or the Affiliated End Users.
2. Grant of Access
- 2.1 Subject to the terms and conditions of this Agreement, Company grants to Customer a non-transferable, non-exclusive right to use the ordered Platform in accordance and within the scope of the granted technology license type stated in the Customer Agreement (the "License").
- 2.2 The License is registered in Customer’s name, commences on the date of signature on the Customer Agreement, and is effective for the agreed term until terminated in accordance with the terms and conditions set forth below.
- 2.3 The functionality of The Platform is subject to change at any time at Company’s discretion. Material changes will be notified with one (1) month prior notice. If you do not accept the changes, you are entitled to end your use of the Platform.
- 2.4 Company reserves all rights related to the Platform not expressly granted to Customer in this Agreement.
- 2.5 Company reserves the right to terminate access to the Platform if it is likely that the Customer is using the Platform for purposes in violation of Norwegian Law.
- 3.1 The Customer shall not decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure or algorithms of the Platform.
- 3.2 The Customer shall not modify, translate or create derivative works based on the Platform.
4. User Agreement
- 4.1 The Customer is entitled to use the Platform to create Community Nodes or other network facilities where users may join. However, all users that are invited through such Community Nodes or other network facilities shall conclude a user agreement (the " User Agreement") with the Company to gain access to the Platform.
- 4.2 The Customer may add its own terms and conditions for the Affiliated End Users’ access and use of its Community Nodes or other network facilities, including the right for remuneration from the Affiliated End Users. Customer's terms and conditions may, however, not conflict with the Company’s User Agreement. In case of conflict, Customer agrees that Company’s User Agreement takes precedence over Customer’s terms and conditions, provided that these conflicting terms in the Company's User Agreement were implemented before the conflicting terms in Customer's terms and conditions towards its Affiliated End Users.
5. Support and Service Level Terms
- 5.1 Company undertakes to keep the Platform available in accordance with the agreed support and service level terms as stated in the “Commercial Terms” (Annex 1) as well as in the “Support and Service Level Agreement” (Annex 6).
- 6.2 Company and Customer have entered into a separate Data Processing Agreement which regulates the Company's processing of personal data on behalf of the Customer.
7. Payment and Terms
- 7.1 The Customer can setup a free Community Node for their organization (the “Starter” Plan), or select to subscribe for any of the paid plans (eg. “Premium”).
- 7.2 If nothing else is agreed in the annex for Commercial Terms, Company shall invoice Customer for all due fees and Customer shall pay all invoices by the agreed payment method within 14 days from the date of invoice.
- 7.3 Each Party is responsible to pay any local taxes imposed by law of the Party's home country related to the Platform. Invoices from Company do not include taxes, except VAT in the case of Norwegian customers. The Customer cannot withhold any part of the invoiced amount as payment of taxes.
- 7.4 The Company will be entitled to penalty interests on overdue payments according to the applicable Norwegian legislation concerning overdue payments.
- 7.5 All fees are non-cancelable and nonrefundable, except as expressly specified in the Customer Agreement.
- 7.6 If nothing else is agreed in the annex for Commercial Terms, The Customer shall pay for other services ordered from the Company by hourly rates in accordance with the Company price list. However, the Company shall always obtain Customer's written approval before commencing any such additional chargeable services.
- 7.7 Price adjustments: The price for access to the Platform may be adjusted at the beginning of every calendar year by an amount equivalent to the increase in the retail price index (the main index) of Statistics Norway, with the initial reference index value being the index value for the month in which the Customer Agreement was concluded. The price may be adjusted to the extent that rules or administrative decisions pertaining to indirect taxes are amended in a way that directly affects the consideration or costs of the Company.
8. Limitation of Liability
- 8.1 The Platform is provided ‘as is’ and may have errors and omissions. Except as expressly set forth in this Agreement, Company makes no warranties, express or implied, including but not limited to, warranties of merchantability or fitness for a particular purpose. Company does not warrant that any or all failures, defects or errors will be corrected, or warrant that the functions contained in the Platform or other services will meet Customer’s requirements or needs.
- 8.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, AND IN ALL EVENTS SHALL BOTH PARTIES' LIABILITY FOR DAMAGES RELATED TO THIS AGREEMENT BE LIMITED TO THE FEES PAID BY CUSTOMER FOR THE LAST TWELVE (12) MONTHS' PERIOD UNDER THE AGREEMENT.
- 8.3 The limitation of liability in section 8.2 does not apply if the damage, claim or cost is caused by gross negligence or intent by any of the Parties, or in case of damages or claims of costs caused by any of the Parties' violation of the Data Processing Agreement or privacy regulations. The limitation of liability does furthermore not apply to the Customer’s breach of section 3.
- 8.4 Company is not responsible or may be held liable for content posted on or data uploaded to the Community Nodes by Customer or Affiliated End Users. Similarly, the Customer is not responsible or may be held liable for content posted on or data uploaded to the Community Nodes by the Company, Affiliated End Users, other users or third parties.
- 9.1 Either Party may terminate this Customer Agreement with 3 (three) month written notice, except otherwise stated in the annex for Commercial Terms.
- 9.2 Either Party may terminate this Customer Agreement immediately in the event of a material breach of this Customer Agreement by the other Party.
- 9.3 Overdue payment by sixty (60) days from Customer Customer will be considered a material breach of this Customer Agreement and entitles the Company to terminate the Customer Agreement, provided that the Customer has been notified of the overdue payment and has been given thirty (30) days to rectify to avoid termination without doing so.
- 9.4 On termination of this Customer Agreement:
- i) section 1, 8, 10, 12 and 14 of these General Terms and Conditions and other sections which by their nature are meant to survive shall survive,
- ii) Customer shall immediately cease use and distribution of Platform,
- iii) each Party must remove, delete or otherwise destroy (as directed by the other Party and in accordance with section 10 below) any of other Party‘s material that it has received, copied or otherwise obtained, including but not limited to confidential information cf. section 12 .
10. Discharge of the Customer Agreement
- 10.1 At termination of the Customer Agreement, the Company is required to offer such assistance as required by law, including the return or destruction of personal data in accordance with the Data processing agreement, cf. Annex 7. Any additional assistance may be provided at Company's sole discretion and in accordance with the agreed hourly rates in the Commercial Terms (Annex 1).
11. Relationship between Parties
- 11.1 The Parties are independent contractors, and this Customer Agreement will not be construed as constituting either Party as partner, joint venture, agency or fiduciary of the other, as creating any other form of legal association that would impose liability on one Party for the act, or failure to act, of the other, or as providing either Party with the right, power, or authority (express, or implied) to create any duty or obligation of the other. Neither Party shall directly or indirectly represent to the public that it has the right or the authority to create or accept obligations on behalf of the other Party. Except as otherwise expressly provided in this Agreement, each Party has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be performed by it under this Customer Agreement.
- 12.1 For the purpose of this section each Party shall be called “Disclosing Party” and “Receiving Party” respectively.
- 12.2 Each Party acknowledges that confidential information is proprietary, that it is valuable to the Disclosing Party and that any disclosure or unauthorized use thereof may cause irreparable harm and loss to the Disclosing Party.
- 12.3 Confidential information shall not include information that (i) is generally known to the public at the time of disclosure; (ii) is legally received by Receiving Party from a Third Party, which Third Party is in rightful possession of confidential information, (iii) becomes generally known to the public subsequent to the time of such disclosure, but not as a result of disclosure by Receiving Party, or (iv) prior to signing of this Agreement, is already in the possession of Receiving Party.
- 12.4 Obligations of receiving Party regarding confidential information:
- i) In consideration of the disclosure to Receiving Party of confidential information, Receiving Party agrees to receive and to treat confidential information on a confidential and restricted basis and to undertake the following additional obligations with respect thereto;
- ii) To use confidential information for the sole purpose of fulfilling this Agreement unless otherwise expressly agreed to in writing by Parties;
- iii) Not to duplicate, in whole or in part, any confidential information;
- iv) Not to disclose confidential information to its Affiliated End Users, officers, employees, affiliates, counsel or consultants except on a need-to-know basis, and each such person receiving confidential information shall be notified of and required to abide by the terms and conditions of this Agreement;
- v) Not to disclose confidential information to any Third Party entity or individual, corporation, partnership, sole proprietorship, customer, advisor or client without the prior express written consent of Disclosing Party;
- vi) This confidentiality section shall survive any termination of the Agreement however occasioned.
13. Customer responsibilities
- 13.1 The Customer shall report any defects with the Platform within reasonable time after becoming aware of them.
- 13.2 The Customer shall not use the Platform in any manner that could damage or impair with Company’s provision or support of the Platform. The Customer may not use the Platform in any way that could impair the Company's name and reputation.
- 13.3 Customer is not responsible for any Affiliated End User's content or for any other user or third party content, but maintains the right to, at its discretion, exclude or otherwise block any such Affiliated End User, user or third party, and to remove, block or otherwise disable access to illegal, infringing or inappropriate content or information. The Company undertakes to provide all technical, organizational and other assistance necessary to enable the Customer to expeditiously and without undue delay remove, block or otherwise disable access to any such illegal, infringing content or inappropriate information.
- 13.4 The Company is not responsible for third-party software, components and services that are used by the Customer in relation to the Platform but not provided by Company or Company's sub suppliers.
14. Restrictions for Company regarding Affiliated End Users
- 14.1 Unless otherwise agreed in writing with the Customer, the Company is not allowed to contact the Customer's Affiliated End Users for marketing, commercial or any other purposes except for information regarding the User Agreement, access to the Platform and other technical issues.
- 14.2 The Customer may control which Community Node(s) that are open or closed for promotion and sharing of content with the rest of the Platform, including other Third Party's Community Nodes.
- 14.3 The Company is not allowed to disclose the names, contact details or any other details of the Customer's Affiliated End Users to any Thirds Parties except for the Customer.
- 14.4 The Company shall notify the Customer at the latest 30 days prior to any material changes to the User Agreement. The Customer may terminate the Agreement if such changes will be a material disadvantage for the Customer.
- 15.1 Customer is not allowed to assign or transfer all or any part of its rights under this Agreement without the Company's prior written consent. Notwithstanding the foregoing, either Party may assign this Customer Agreement in its entirety in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. In such case, the Party shall notify the other Party in writing without undue delay, and unless otherwise agreed upon in writing, this Customer Agreement shall bind, and insure to the benefit of Parties, their respective successors, and permitted assigns.
- 16.1 All notices to be given under this Customer Agreement to Company shall be sent by email to: firstname.lastname@example.org.
- 16.2 All notices, demands or other communication given by a party to the other shall be deemed to have been duly given when made in writing and sent to the registered e-mail address.
- 16.3 No amendment to, or modification of this Agreement will be binding unless in writing and signed by Parties.
17. Applicable Law and Legal Venue
- 17.1 This Agreement shall be governed by and construed in accordance with the laws of Norway.
- 17.2 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, Parties shall seek to solve amicably through negotiations. If the Parties do not reach an amicable solution, any dispute, controversy or claim shall be finally settled by the regular courts of Norway. Both Parties hereby agree to and accept Oslo District Court as exclusive legal venue.
User Agreement, Secttin I – General Regulations for the Use of the Platform
DigiUnity AS is a company established and operating under the laws of Norway with org. no. 998 297 915 and address Unnebergveien 5, 1613 Fredrikstad, Norway (hereinafter referred to as the “Company”).
Company offers software and services based on solutions developed and provided by Company (hereinafter referred to as the “Platform”).
The Platform gives the possibility for a community to connect, communicate, share knowledge, interact, collaborate and more via Community Nodes or other network facilities.
The following terms and conditions (the “User Agreement”) constitute a legal agreement between Company and you as a user of the Platform. Company and you are hereinafter referred to jointly as the “Parties”.
You are responsible for the content you post and the Community Nodes you may administer on the Platform.
2. Community specific regulations
An administrator of a Community Node or other network facility on the Platform may set his own specific regulations for participation in the community (“Section II”), including the right for remuneration. In case of conflict, however, the General Regulations for the use of the Platform (“Section I”) takes precedence over Section II. Section II will not give you any extended rights compared to Section I.
3. Community Nodes
You are entitled to use the Platform to join/ create “Community Nodes” or other network facilities where other users may join. However, all users that are invited through such Community Nodes or other network facilities shall conclude a User Agreement with the Company to be able to use the Platform.
4. Company's right to change the User Agreement
Company may at any time, by providing on (1) months prior notice, modify the User Agreement for the Platform. Such modifications shall be published on Company’s website and shall be legally binding for you after one (1) month from notification. If you do not accept the changes, you are only entitled to end your use of the Platform.
5. Grant of Access
Company grants you a non-exclusive, non-transferable and non-sublicensable right to use the Platform in accordance with the User Agreement
The right covers access to The Platform “as is”. The functionality of The Platform is subject to change at any time at Company’s discretion. Material changes will be notified with one (1) month prior notice. If you do not accept the changes, you are entitled to end your use of the Platform.
Your account shall be used solely by you. You shall not publish or otherwise make the Platform available to others, or rent, lease or lend the Platform to others.
The access is restricted to normal use of the Platform that does not adversely affect the Platform or other users’ use of or access to the Platform, such as generating large volumes of traffic on the network, which greatly impacts the service Company offers to other users. You are obliged not to use the Platform in any way that could harm it or impair the use of it by any other user.
Nothing in this Agreement shall limit in any way Company’s right to develop, use, license, create derivative works of, or otherwise exploit the Platform, or to permit third parties to do so.
You shall not modify, delete or obscure any notices of proprietary rights or any identification or restrictions on or in the Platform. You shall under no circumstances attempt to reverse engineer and/or compile or disassemble the Platform.
6. Term of agreement
The access granted under the User Agreement is running until terminated by either Party as described below.
Company may terminate your access to the Platform without cause, at any time by providing three (3) months' notice. Notice of termination of access to the Platform by Company is sent to the contact e-mail associated with your account. You may terminate your account at any time upon your own discretion.
We do not guarantee that any data, files, or other information is stored on our servers after termination. It is your responsibility to retrieve and backup all account contents before termination.
7. Information and data security
The Company is dedicated to take reasonable and adequate measures to protect your information and data, but Company gives no warranties concerning the safety and security of the information and data provided in the Platform. Company is not responsible for any information or data that may be lost or unrecoverable. It is your responsibility to always keep a local copy of data that you have uploaded to the Platform.
You shall not in any event upload, post, host, transmit or in other ways make available to or from the Platform unsolicited e-mail or SMS messages, “Spam” messages, worms, viruses, trojan horses or other code of destructive nature, questionable or illegal content, content that is pornographic, sexually explicit or violent, content that is reasonably likely to cause harm, or that could be reasonably considered as defamatory, slanderous or libelous and/or could breach the privacy of any third party, content that could reasonably be considered to be immoral, unethical or offensive, content that could be harmful to the Company's or Community Node administrator's reputation, or any other unlawful content (including content infringing any intellectual property rights belonging to a third party).
Company is not responsible for your or other users’ content, but maintains the right to exclude or otherwise block users and to remove, block or otherwise disable access to illegal, infringing or inappropriate content. This may also result in immediate termination of your access to the Platform.
9. Intellectual property rights
All intellectual property rights in and related to the Platform are, and shall remain, owned solely, exclusively and in its entirety by Company. Nothing in this Agreement shall be held or interpreted as transferring any such proprietary rights to you.
Any intellectual property and other content, including your data, which you provide or upload to Company’s server under this Agreement, shall remain your property and nothing in this Agreement shall be held or interpreted as transferring any rights to such content to Company.
10. No warranties
All services, including the Platform, supplied by Company are provided ‘as is’ and may have errors and omissions. Company makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Company does not warrant or make any representations concerning the accuracy, likely results, security, availability or reliability of the use of the Platform. Company does not warrant that any or all failures, defects or errors will be corrected, or warrant that the functions contained in the services will meet your requirements or needs.
11. Limitations of liability
IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, AND IN ALL EVENTS SHALL COMPANY'S LIABILITY FOR DAMAGES RELATED TO THIS AGREEMENT BE LIMITED TO THE FEES PAID BY YOU FOR THE LAST TWELVE (12) MONTHS PERIOD OF THE AGREEMENT.
12. Governing law and dispute resolution
This Agreement shall be governed and construed in accordance with the laws of Norway. Any dispute between the Parties that may arise in connection with, or as a result of the User Agreement and which cannot be settled by mutual agreement shall be settled by proceedings before Oslo District Court (NO: Oslo tingrett).
All notices to Company to be given under this Agreement shall be in writing and shall be delivered by electronic mail to email@example.com.
Information from Company to you shall be in writing and shall be delivered by electronic mail to your registered account. It is your responsibility to ensure that the e-mail address in your account is correct.
All notices, demands or other communication given by a Party to the other shall be deemed to have been duly given when made in writing and sent to the registered e-mail address.
We are committed to protecting and respecting your privacy during your use of the Platform (“the Platform”), which is offered by DigiUnity (“the Company”).
- 2.1 IntroductionThe data controller determines why and how your Personal Data is processed. The data controller shall be responsible for, and be able to demonstrate compliance with, the Norwegian Personal Data Act (“PDA”) and, accordingly, the EU general data protection regulation 2016/679 (“GDPR”). The data controller will in this case be one of two entities; either the Company as the owner of the Platform or the relevant owner of the Community Node of which you are a member. The following sections explains the different roles.
- 2.2 The Company as a Data ControllerThe Company will act as data controller with regards to giving you access and registering user profile(s) in the Platform. We describe these purposes more in detail in the next section. The Company is also a data controller for other processing of Personal Data, cf. section 3.If you use the free version of the Platform, the Company is also considered data controller for the processing that takes place in connection with the Community Nodes and will process the Personal Data as described for Community Node Owners in section 3.The Company’s contact details are phone no. +47 69 31 59 00 and e-mail: firstname.lastname@example.org.
- 2.3 The Community Node Owners as a Data ControllerA Community Node is a unique community of connected users and content within the Platform. Persons or organizations that administrate the Community Nodes are Community Node Owners and will be responsible as data controllers for the activity in the Community Node. In these circumstances, they will have overall responsibility for complying with applicable data protection regulation.
4. Your rights in relation to our processing
You have rights in relation to our processing of your Personal Data, in accordance with and only to the extent the GDPR mandates that you have a right. These rights are in summarized form as follows:
- a. Right to access
- You have the right to receive confirmation as to whether your Personal Data is being processed by us, as well as various other information relating to our use of your Personal Data and copies of that information. You also have the right to request access to your Personal Data which we are processing. However, the right to access does not encompass data mentioned in the exceptions to the right to access in the Personal Data Act section 16. This means that you cannot access i.a.:
- - personal data which are solely to be found in texts drawn up for internal preparatory
- - purposes and which have not been disclosed to other persons, and personal data which it will be contrary to obvious and fundamental private or public to give access to.
- b. Right to erasure and rectification
- You have the right to request us to erase or rectify your Personal Data. We shall comply with your request without delay unless an exception to compliance applies, for example if the data is required to establish, exercise or defend legal claims.
- - for exercising the right of freedom of expression and information;
- - for compliance with a legal obligation which requires processing by law ;
- - for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes;
- - for the establishment, exercise or defence of legal claims.
- The right to erasure does not encompass processing of Personal Data where the Data Controller still has and can demonstrate a legitimate legal ground for processing.
- c. Right to object
- You have the right to object to us processing your Personal Data. The right to object will only apply to processing of Personal Data concerning you which is based on necessity for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller (GDPR art. 6 (1) e) or when the processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party (GDPR art. 6 (1) f).
- If you ask us to stop processing your data, we will stop processing your data unless we can demonstrate legitimate grounds as to why the processing should continue in accordance with data protection laws or if the information is required to establish, exercise or defend legal claims.
- d. Right to restriction
- You have the right to request that the Data Controller restrict processing where one of the following applies:
- - the accuracy of the Personal Data is contested by you, for a period enabling the Data Controller to verify the accuracy of the personal data;
- - the processing is unlawful and you oppose the erasure of the Personal Data and requests the restriction of their use instead;
- - the Data Controller no longer needs the Personal Data for the purposes of the processing, but they are required by you for the establishment, exercise or defence of legal claims;
- - you have objected to processing pending the verification whether the legitimate grounds of the Data Controller override your interests.
- e. Right to data portability
- You have the right request that you receive copies of the relevant data provided by you in structured, standard machine-readable format and, where technically feasible, to request that this information is transmitted directly to another controller.
- The right to data portability will only apply to Personal Data you have provided to a Data Controller, and the processing must be based on consent pursuant to point (a) of GDPR article 6(1) or point (a) of GDPR article 9(2), or on a contract pursuant to point (b) of GDPR article 6(1). The t to data portability shall not adversely affect the rights and freedoms of others.
You can exercise your rights at any time by contacting us at the contact details set out in Section 7 below.
5. How long we process your Personal Data
The Personal Data relating to you in the user profile/account will be retained as long as you are a user of the Platform, and will be deleted when you resign your membership. Please note, however, that any material/data published or otherwise generated by you will still remain available on the relevant Community Node. Neither Company nor the Community Node Owner will edit the content of such material/data published or otherwise generated by you and there will therefore still be a risk that you may be identified directly or indirectly through this.
7. Contact us