©2018 by Delfi Data AS.

Delfi's Terms and Conditions for solutions delivered as SaaS

 

 

 

1 Introduction

These General Terms and Conditions (T&C) govern your use of agreed software and fully or partially integrated Additional Services, collectively referred to as the Services in the future. The services are provided by Delfi Data AS. You purchase access to the Services directly from Delfi. T&C applies between Delfi and you and regulates Delfi's obligations to you as a Customer and your duties as Customer and User of the Services.

 

• In T&C there are terms with an initial capital letter (uppercase). Where the terms are not directly defined in the text, they may be found in paragraph 21 below.

• The Customer gains access to the Services by agreement and when T&C is accepted, which is done in connection with the signing of an agreement to purchase such services between the parties (the Agreement).

 

2. Messages and information

Messages and information about the Services are provided through the Service's information pages, or alternatively as messages in the Services interface. Messages can also be posted on Delfi's website.

 

Messages are considered as given when published by Delfi as stated above. Examples of messages are information about disruptions, new versions, other information about the software, support or changes in terms. Delfi can also choose to send messages via email or traditional mail. In such cases, the message is delivered when sent from Delfi.

 

Messages should be read and executed immediately unless otherwise stated in the message.

 

Messages from Customer to Delfi that apply to T&C are sent primarily via email to the address provided on Delfi's website. You can also reach us during the weekdays Monday to Friday 8am to 4pm on the telephone number found on Delfi's website.

 

3. Subscription Agreement

The Services are provided as "Software as a Service" (SaaS), where the Customer purchases a subscription to the Services made available online. By purchasing a subscription, the Customer has access to the Services and the right to use them in the manner stated in the Agreement and T&C. All parts of the Services are regulated by T&C, including any parts added, purchased in addition, or put into service at a later date.

 

The Customer is granted a limited, terminable, non-exclusive and non-transferable license to use the Services in accordance with T&C for the Customer's internal business against payment of prices in accordance with the price list in Appendix 3 applicable at the time of the agreement. Payment of prices in accordance with the agreement and the follow-up of T&C is a necessary condition for the right to use the Services.

 

Services are provided in accordance with the agreement. The right to use the Services does not depend on any particular version of the Services or function at a particular time, but provides access to and the right to use the Services as provided at the time of the agreement. The provision of the Services does not depend on the development of future versions or functionalities, nor does it depend on publications, material or comments regarding this being done by or for Delfi.

 

Delfi reserves the right to provide the Services from another country.

 

Delfi reserves the right, on its own initiative, to make improvements, additions and modifications, remove or add functionality or to correct any errors or omissions in the Services.

 

Delfi disclaims all liability arising from such changes. If such changes to presumption cancel out features or remove features that form a significant part of the Services on a permanent basis, Customer may immediately cancel the subscription. In addition, the Customer is entitled to a proportional reimbursement of fees prepaid for the part (s) of Services affected by the changes.

 

Delfi reserves the right, at 60 days' notice, to change the terms in T&C as well as other terms for delivery of the Services. If the Customer does not accept such change, the subscription of the Services may be terminated in accordance with clause 9 of T&C. In such a case, the Customer is entitled to a proportional repayment of prepaid fees which in this way have not been used by the Customer.

 

Delfi has the right to hire subcontractors to fulfill Delfi's responsibilities under the Agreement. Delfi is responsible for executing the contractual obligations made by subcontractors, in the same way as if they had been performed by Delfi itself.

 

In the event of cancellation of orders after the agreement has been concluded, Delfi reserves the right to invoice the actual costs as well as 25% of the initial fee and the subscription fee for the first 12 months.

 

The Customer is under no circumstances entitled to transfer or assign, in whole or in part, any license for the Services to any third party (including, but not limited to by mergers and mergers, bankruptcies, change of ownership or control, or to affiliates) if no written approval is obtained from Delfi before this occurs

 

  

4. Right of use

When the Customer has purchased a subscription of the Services and accepted T&C, the Customer is entitled to use the Services during the subscription period for as many users as the Customer has purchased a subscription for. Customer may optionally purchase the right for multiple Users to use the Services, or the right to use fully or partially integrated Additional Services in accordance with the price list and agreement that is valid at any time.

 

Only Users with a paid and valid subscription are entitled to use the Services. User licenses are granted to named and personal users. The user account is created and managed by the Customer. User licenses may not be shared or used by more than one User, but Customer may freely transfer a User License from one User to another. Delfi reserves the right to control the number of user licenses used.

 

Each User is responsible for the confidentiality and that the logon data and other account information is always correct. The Customer and / or the User shall immediately inform Delfi of any suspicious use of incorrect logon data.

 

The Customer is aware that use of the Service requires access to the software, equipment and communication services required to use the Services. These are provided by Delfi on request.

 

Users shall not transmit any computer viruses, computer worms or malicious codes of any kind to the Services or by using the Services. The Services cannot be used for unlawful or unjustified purposes. Users shall not violate any applicable laws and regulations, including but not limited to copyright law or the transfer of offensive, threatening, infringing, defamatory or other forms of infringing data to the Services.

 

5. Start-up and operation of the services

Delfi shall provide the Services to the Customer from the date of the license's start date. This is done by the Customer having approved the solution according to the test script and obtained login information and / or any other instructions. The start-up day occurs when Delfi has provided the necessary logon information and other instructions that enable the Customer to use the Services without any further requirement of special approval from the Customer. Additional services and integrations can be made available at a separate time.

 

6. Limitations in the Services

Maximum storage capacity for the Customer in the basic version of the services is stated on Delfi's website. Contact Delfi for offers if additional capacity is needed.

 

7. Data Processing and Integrity

 

a) Processing of personal data

The Customer's use of the Services may mean that personal data is transferred from the Customer to Delfi. The customer is then (in accordance with EU Privacy Policy "GDPR") Data Manager and Delfi Data Manager. Under the GDPR, a "Data Processor Agreement" must be established between the parties to handle the data processing.

 

The Data Processing Agreement regarding the Customer's use of the Services is an appendix to this General Terms and Conditions (T&C) document.

 

b) Customer data

 

The Customer has all rights to the Customer's data and Delfi has no rights beyond what is specified in T&C, to the Customer's data or parts of the data. Delfi has the right to use the Customer's data during the term of the agreement to provide the Services to the Customer.

 

c) Collection of information

 

Delfi may collect information from the use of the Services through automated computer tools. Delfi will collect and use such information for the purpose of securing, maintaining and improving products and services, as well as for statistics and analyzes.

 

d) Collection and presentation of identification data

 

The Customer hereby agrees that Delfi may collect, display and transfer the Customer's identification data and profile information to Delfi's database and share the information to others. If the Customer does not wish to be registered in Delfi's database, the Customer shall contact Delfi.

 

e) Information security

 

Unless otherwise specified in this T&C, Delfi does not sell, rent, rent or otherwise make aggregate data available to third parties, except for the following situations;

• to comply with law, regulation, or regulation, or to respond to requests from police or government agencies, such as a court decision, decision or order

• to investigate or prevent a security threat or fraud

• in the event of reorganization, merger, sale or purchase of all or part of Delfi, as personal information may be disclosed as part of the reorganization or merger or to actual and future buyers. In all such cases, Delfi will ensure that such parties will comply with the terms of the agreement and provide notice that information has been provided.

 

 

 

 

 

8. Price and Billing

Unless otherwise stated in the Agreement, fees and billing periods for the Services' prices will be in accordance with the terms. Appendix 3.

 

9. Term and termination

The subscription is valid from the start date. Unless otherwise specified in the Agreement, the Agreement is valid for twelve (12) months, then the period is automatically extended for twelve (12) months at a time as long as one of the parties does not terminate the Agreement in writing sixty (60) days before the end of the respective contract period.

 

The customer can increase the number of users at any time. The agreement period stated above also includes the new users. Compensation is calculated from Start-up Day.

 

Termination of this Agreement, either in its entirety or in certain parts or a certain number of Users, shall be in writing and shall apply from the date the counterparty received the termination. Any fees charged in advance will not be refunded. The Customer is responsible for keeping the electronic receipt of the termination agreement, which is always sent to the Customer via e-mail.

 

Upon cancellation of the subscription, the Customer's access to the Services is blocked after the last active day of the subscription agreement.

 

The customer can reduce the number of users only after the initial contract period has expired. If there is a desire for the subscription to include fewer users than those who have a total subscription, such a reduction must be notified in writing no later than 60 days before the next contract period. The number of possible logged in users will then be adjusted to the new number of desired users.

 

If the Customer wants an export of the Customer's data, this must be done before the last active subscription day. If the Customer wants Delfi's help with exporting Data, this is done against ongoing consultancy costs according to the current price list. After the last active subscription day, the Customer's Data in the service is deleted and it is up to the Customer to store the information in any other way.

 

Canceled subscription agreement can be signed. The newly signed agreement automatically entails a new binding period of 12 months.

 

10. Termination of agreement ahead of time

Delfi may terminate this Agreement with immediate effect if the Customer fails to pay fees, is insolvent, is bankrupt or for any reason fails to meet its payment obligations, or if the Customer materially violates this Agreement. Delfi is then entitled to shut down the Services completely with immediate effect.

 

11. Availability

Delfi shall ensure the secure delivery of the Services to the Customer. The services are normally available via the internet 24/7. Delfi (and its approved suppliers) has the right to take measures that affect said availability if Delfi considers it necessary for technical, service, operational or safety reasons. Scheduled outages due to system maintenance are notified to the Customer's contact person or through the solution in advance.

 

Unscheduled downtime may occur. To the extent that Delfi is responsible for and may affect such downtime, Delfi shall rectify the defect as quickly as possible.

 

12. Security

Delfi will, as far as possible, provide secure and reliable services, and always strives to provide adequate administrative, physical and technical security solutions. Delfi periodically performs backups to ensure that the Customer's Data is in secure storage. If major user errors occur, such as hard disk crashes, a request may be sent to Delfi for loading the latest backup. Such entry entails additional costs.

 

13. Support

Delfi is constantly developing its products to give customers access to the best possible software.

  • The subscription ensures that the Customer has access to the latest versions of the software, and the right to help and support.

  • The agreement entitles the administrator to support user problems with the product.

  • Unless otherwise agreed, Delfi delivers product support via the internet, e-mail and telephone Monday to Friday 08.00-16.00. Support questions via email are usually answered no later than the following working day. Support questions received by phone are prioritized based on arrival time.

  • The day before the holiday, Delfi reserves the right to keep support closed. Should this happen, it will be announced on the Delfi website.

  • Support means help with user problems with standard products from Delfi's product range.

  • Customer customization support is provided within the 3-month warranty period, after which Customer customizations are handled according to an ongoing consultancy cost. What is considered Customer Customization is stated in the Agreement.

  • Support is provided to the customer selected for the DELFI administrator.

 

Delfi's obligations are not to provide instructions or training to the User if necessary information is found in the Services help texts, flowcharts on the Internet or in other media, to make customer-specific adjustments in the Services, to remedy errors that have occurred due to modifications performed by others than Delfi. personnel, hard-handled or improper handling, rectification of errors caused by a third-party product or service that has been linked to the Services, or rectification of errors caused by Customer technical equipment errors or computer viruses or malicious codes caused by any species outside of Delfi control. Furthermore, Delfi has no obligation to correct any network, operating system, or other third-party software failure. In other words, support does not include Windows, MS Office, printers, mobile phones or email software, etc.

 

All efforts made by Delfi shall be proportionate to the subscription fee.

 

14. Intellectual property rights

  • Delfi - or its licensors - are sole proprietors of all intellectual property rights (IPRs) associated with the Services. IPR includes, but is not limited to, copyright, patent, trademarks, company, design and product design, source code, databases, business plans and know-how, whether registered or not. All documentation, including manuals, user guides or other written, electronic or non-electronic descriptions of how the Services are created and used (Documentation) is part of the Services and is subject to the same restrictions. All copyrights, trademarks, registered trademarks, product names, companies or logos stated in the Services or in connection with the Services are the property of their respective owners.

  • Delfi makes no claim to any intellectual property or copyrights of any kind for Data owned by Customer that is transferred to the Services.

  • If Delfi supplies products under license from a supplier other than Delfi, the other supplier's license terms apply to T&C.

  • The Service may be integrated with third-party applications, websites and services ("Third Party Applications") for the purpose of making Content, products and / or services available to the User. These Third-Party Applications may have their own Terms of Use and Privacy Policies, and the use of such Third-Party Applications is governed by and governed by such Terms and Privacy Policies. Delfi is not responsible for and assumes no responsibility for the behavior, features or content of any Third-Party Application or for any transaction that the User may enter into with the provider of such Third-Party Application.

  • If Customer violates the rights in Delfi or third party IPR, or uses the Services in a manner contrary to T&C, Customer shall pay compensation equal to Delfi's total loss or, if higher, the maximum subscription fee for five years to compensate for breach of license provisions or the real damage. The Customer understands that Delfi may suffer irreparable damage in the event of a breach or damage to IPR and that Delfi or its licensors shall have the right to use all reasonable measures to protect their commercial interests and property, including all measures that are possible by law. The same shall apply if the Customer has or has attempted to obtain information or data which the Customer is not entitled to according to T&C.

 

15. Compensation

Delfi shall protect the Customer against claims or processes where a third party has submitted a claim that the Customer's use of the Services in accordance with T&C is in violation of or infringes a third party's patent, copyright or other intellectual property rights. The customer shall immediately notify Delfi of such requirements. Delfi shall, to the extent Delfi is liable, indemnify the Customer for all costs, fees, damages, expenses or losses incurred by the Customer under a court settlement or court settlement, including legal fees, provided that the Customer cooperates with Delfi at Delfi's expense, and that Delfi has full control over the legal process and / or settlement, and that the settlement exempts the Customer from all liability.

 

Delfi may (i) modify the Services so that they no longer conflict with any third party rights, (ii) replace the Services with a functionality equivalent to the Services, (iii) obtain a license for the Customer's continued use of the Services, or ( iv) terminate the Customer's Account for the Services against a refund of each subscription fee paid in advance for the License Period that exceeds the day the period ends. The customer is not entitled to make any other claims in these cases.

 

What is stated above shall not apply if the Services have been used in violation of the Agreement or T&C, or if claims arise due to modification, integration or customization of the Services not performed by Delfi.

 

Customer shall protect Delfi from claims or processes where a third party has made claims on the grounds that Customer's Data or use of the Services is in violation of the Agreement or T&C, violates or infringes any third party's patent, copyright or other intellectual property rights, or is in violation of contrary to current legislation. Delfi shall immediately notify the Customer of all such claims. The Customer shall reimburse Delfi for all costs, fees, damages, expenses or losses incurred by Delfi in accordance with a confirmed settlement or judgment of a court, including legal fees, provided that Delfi cooperates with the Customer at the Customer's expense and gives the Customer full control over the legal the process and / or the settlement, and that the settlement exempts Delfi from all liability.

 

 

16. Confidentiality

Each party undertakes not to disclose information that may be considered as business or professional secrets, or which is legally covered by a confidentiality statement ("Confidential Information") to a third party without the other party's written permission.

 

The Parties are responsible for compliance with these provisions by their respective employees and consultants and shall, through agreement or other appropriate measures, ensure that the Confidentiality of the Agreement is safeguarded.

 

The parties' confidentiality liability pursuant to the Agreement applies during the term of the agreement and a period of five (5) years after the termination of the agreement.

 

17. Warranty and warranty limitation

Delfi guarantees that the Services will, in the main, function as described. The customer and Delfi agree that their services and delivery are not completely free of errors, and that improving the Services is an ongoing process. The Customer agrees that the Services are provided in the agreed version and that they can be used at the Customer's own risk.

 

Delfi does not guarantee that the Service will meet the Customer's requirements, that they function properly with the Customer's choice of equipment, system or settings, nor that it is not interrupted or free of errors. The Customer is responsible for ensuring that equipment and third-party programs, such as browsers, PDF readers, toolbars, antivirus programs and firewalls, are properly installed and allow traffic to websites specified by Delfi. Furthermore, it should be noted that using the Internet to use the Services is neither installed, maintained nor established by Delfi, and that Delfi does not have control over the Internet. Delfi is not responsible for any interruptions or disruptions in the operation of any part of the Internet and is not responsible for any regulation of the Internet. Delfi shall take all reasonable measures deemed appropriate to repair and avoid such incidents, however Delfi does not warrant that interruption will not occur. Delfi is not responsible for the quality of Internet services or how Internet service providers perform their services.

 

If the Services do not function in accordance with the above limited warranty, Delfi shall correct any errors or omissions in the Services at its own expense. Delfi repairs the reported errors in the Services as quickly as possible, which seriously affect the function of the Services. Delfi nevertheless reserves the right to decide when and how to correct a mistake, as well as when and how an action should be taken. Delfi will repair any defects that do not seriously affect the Customer's use of the Services and / or the Services' functionality at the earliest during the next official version of the Services.

 

The Services are provided in agreed form and scope, and neither Delfi nor any of its licensors provide any warranty, either concrete or implied, of end use or capacity for system integration.

 

Links to websites that are not owned or controlled by Delfi, which appear in the Services or logically subsequent web pages or Documentation, are made available for convenience. Delfi is not responsible for such websites.

 

If any part of the Agreement or T&C is found to be illegal, in whole or in part, this shall not affect the legality of the other provisions. In such cases, the relevant provision shall be replaced by a provision which, as far as possible, safeguards the purpose of the original provision.

 

18. Limitation of Liability

Delfi is not responsible in any way for the content or ownership of Data.

 

Delfi is in no case responsible for any instructions for Data Processing or other actions performed by Customer Users.

 

If Delfi is held liable for payment of damages to the Customer as a result of a breach of obligations arising from T&C, such damages shall under no circumstances include compensation for indirect losses or consequential damages or damages of any kind arising from or resulting from such breach of contract, including, but not limited to, any loss of Data, loss of production, loss of revenue or gain or third party claims or governmental decision, even if the Customer has been informed of the risk of such damages. Delfi liability according to T&C is limited to direct damage, except where otherwise provided by mandatory law, for example as regards damages caused by gross negligence or intention. All refunds and damages for direct damage as well as direct losses and costs in each 12-month period shall never exceed an amount equal to 12 months Subscription fees for the Services during the same period. Such repayment or compensation may also not exceed the Basic amount in the National Insurance Scheme (G).

 

 

Neither Delfi nor the Customer shall be liable for any delays or interruptions in its obligations caused by, or arising out of, a force majeure event, such as earthquakes, riots, labor disputes or other events similarly beyond Delfi or the Customer's control.

 

If any laws, regulations or regulations affecting the Services or their provision change, or any new legislation, regulation or regulation becomes applicable after the Service becomes available on the market, which prevents Delfi from complying with instructions from Customer or Delfi obligations under T&C, and / or requiring the Service to be shut down, in whole or in part, for a certain period of time or indefinitely, it shall be deemed to constitute a force majeure event. In no case is Delfi responsible for such a force majeure event. In such cases, the Customer receives compensation for the Subscription Fee paid in advance for Services affected from the month following the termination of the Service, where this is due to the force majeure event. Other than this, the Customer is not entitled to make further claims against Delfi.

Although Delfi will exercise due care in securing transmissions of information between Customer and Services, Customer agrees that the Internet is an open system and Delfi cannot guarantee, nor does it guarantee, that third parties will not be in possession of or change the Data or Transfer them. Delfi has no responsibility for this type of accidental misuse, disclosure or loss of Data.

 

19. Choice of law and dispute resolution

The parties' rights and obligations shall be governed in their entirety by Norwegian law. Disputes regarding the interpretation of T&C or the use of the Services shall be sought by the parties through amicable agreements. If the dispute cannot be resolved in this way, the dispute shall be resolved through arbitration under the Arbitration Act.

 

20. Improper Use of the Service

It is acc. section 15 of the Act on Control of Marketing and Contract Terms, etc. is not allowed to send email marketing to private individuals without the prior consent of the individual to receive such marketing inquiries from companies and organizations, or a representative of companies and organizations. In addition, section 9 of the Ecommerce Act applies, inter alia, that electronic marketing must clearly state who is marketing on behalf of. If unsolicited marketing is sent by electronic mail, it must be stated that the messages contain marketing.

 

The law does not apply to «company / organization to company / organization» (B2B). Even though the law does not include B2B. it is a good rule to always use the Opt-In principle for sending email messages.

 

If the Customer's incorrect use of the Service in the form of SPAM causes Delfi's blacklist IP address to be blacklisted, Delfi has the right to immediately stop further mailings from the Customer until the case has been reviewed to find the reason for the blacklisting.

If the Customer's incorrect use also leads to the hosting provider's IP number for broadcasts being blacklisted, the Customer is obliged to reimburse Delfi for all costs incurred in changing the IP number.

 

If the Customer is convicted in court or receives a complaint from the Consumer Council for improper use of the Service, Delfi has the right to immediately terminate this agreement without repayment of paid one-time fees and rental fees.

 

Delfi accepts no responsibility for, directly or indirectly, incorrect use of the Service and included modules in accordance with. this point 19.

 

21. Definitions

User: A natural person who is typically employed by the Customer, who is entitled by the Customer to use the Service for the Customer's own internal business purpose.

 

User Account: Common terms that include Customer's Users, Data and other information that affect Customer's use of and access to the Services.

 

Data: Any data transmitted by the Customer to or from the Service, when the Customer uses the Service for the purpose of processing by the Service.

 

Data Processing: All measures or series of measures or other use of Data by Delfi in accordance with the Customer's instructions or otherwise for the purpose of providing the Services to the Customer.

 

Customer: The legal or natural person specified on the invoice from Delfi, which is included in agreements with Delfi based on T&C.

 

Start-up day: The day on which deliveries of the Services shall commence in accordance with what is stated in the Agreement, by Delfi providing login information or other instructions for the Customer to be able to access the Services.

 

Additional service (s): Separate individual functions or feature packages that the Customer can typically use for a special fee per transaction.