The Solution is offered as a cloud-based service (SaaS), where the Supplier establishes access for the Customer as described in this Agreement without the Solution being installed locally. The Solution is made available to the Customer through customer login at app.aimz.no (URL may change).

Provided that the Customer pays the fees on time and complies with the provisions of the Agreement at all times, the Supplier grants the Customer a time-limited, non-exclusive, non-sublicensable and non-transferable right to use the Solution subject to the limitations and terms set out in this Agreement (jointly referred to as the “Right of Use”). The Right of Use applies to an unlimited number of users in the Customer’s business, and to an unlimited number of projects and computers/terminals.

The Right of Use is granted for internal use only and in connection with the Customer’s own business, and shall not, without a separate agreement with the Supplier, be rented out or otherwise made available to other companies in the Customer’s group or to third parties without the Supplier’s prior consent.

The Customer shall only use the Solution in accordance with the rights and obligations described in the Agreement, and only for the purposes for which the Solution is intended. The Customer is also responsible for ensuring that the Customer’s authorised users only use the Solution in accordance with the Agreement.

The Customer shall ensure that only authorised users are given access to use the Solution at the Customer. Authorised users may include the Customer’s employees, hired resources, consultants, subcontractors or other third parties who either (i) act on behalf of the Customer or (ii) on whose behalf the Customer acts. The Customer is responsible to the Supplier for ensuring that all such use takes place in accordance with the Agreement. The Customer and authorised users are themselves responsible for keeping login information and passwords confidential.

The Customer shall not use or attempt to use the Solution to the detriment of the Supplier, other users, the security of the Solution or the stability of the Solution. The Customer shall not use the Solution for unlawful purposes.

The Customer shall not, itself or through a third party, interfere or attempt to interfere with the Solution, including circumventing or attempting to circumvent technical protection mechanisms, decompiling, reverse engineering or otherwise attempting to derive source code or underlying structure, or using the Solution or information about the Solution to develop competing products or services in breach of this Agreement.

The Customer is not entitled to demand or make changes, adaptations or modifications to any part of the Solution. These may only be carried out by the Supplier or by the Supplier’s authorised subcontractors.

The Customer shall notify the Supplier without undue delay if the Customer discovers errors, unauthorised access or circumstances that may affect the security or stability of the Solution or that would result in a breach of this Agreement.

The Supplier may, without liability to the Customer, temporarily suspend or restrict the Customer’s or authorised users’ access to the Solution in the event of material or repeated breaches of the Agreement, breaches of the restrictions on use in this clause 3, or perceived threats to the integrity or information security of the Solution. The Supplier shall notify the Customer of any suspension as far as practically possible.

User guides and descriptions of the Solution are made available to the Customer through the Solution’s user interface. The Customer acknowledges that such information will be updated continuously in step with the Solution.

The Customer is given training in the use of the Solution without additional charge, limited to:

• One-to-one training for all of the Customer’s users at the start of a new project; and
• Group courses for the Customer during the term of the Agreement. Group courses may be held several times, but are limited to once per month (group courses beyond this will be invoiced to the Customer on a time and cost basis).
• The timing of training and courses is agreed between the Parties.

To ensure a smooth onboarding and good adoption of the Solution at the Customer, the Supplier encourages the Parties, during the first month after the start of a new project, to establish a regular series of meetings to follow up the Customer’s use of the Solution. Meeting series are agreed between the Parties and will be invoiced to the Customer on a time basis.

The Supplier has taken reasonable measures to ensure that the Customer’s access to the Solution is without interruptions or loss of service quality, except for notified maintenance. Notice of planned maintenance shall be given no later than three (3) working days before the maintenance takes place.

The Supplier cannot, however, guarantee that errors or defects will not occur in the Solution, and the Customer must be prepared for interruptions to occur. The Supplier’s liability for interruptions and errors in the Solution is exclusively limited to initiating error correction within a reasonable time (based on the nature and severity of the error) after the Supplier becomes aware of the error or interruption. Apart from termination under clause 9.3 in the event of errors constituting a material breach, the Customer is not entitled to exercise any other remedies for breach.

The Customer acknowledges and accepts that the Supplier cannot under any circumstances be held liable for errors or interruptions caused by circumstances beyond the Supplier’s control, for example errors in third-party systems, hosting services or networks.

Integration with the Customer’s accounting system is delivered as part of the Solution if the accounting system is included in the list of integrated systems in the Supplier’s product documentation, and the system offers the necessary API access with sufficient rights. The Parties may also agree on integration between the Solution and other third-party solutions, which in that case is established and maintained as additional work on a time basis in accordance with clause 8.2. The Supplier is entitled to offer developed integrations with third-party systems to other customers.

The Supplier gives no guarantee that the integrations can be implemented or will function without limitations, and reserves the right that APIs or third-party solutions may have or acquire limitations or be changed beyond the Supplier’s control. Any costs for access to the necessary API or third-party solutions are borne by the Customer.

If the Supplier offers functionality in the Solution that is offered or delivered by a third party, including integrations with external systems, the Customer accepts that such use takes place in accordance with the terms and conditions applicable at any time as set by the relevant third party. The Supplier is not responsible for third-party deliveries, terms or any changes to such terms.

The Supplier is free to adapt, change, update and improve the Solution and relevant infrastructure as part of ordinary maintenance and further development, provided that the Solution does not become unfit for purpose or that material functionality is significantly reduced.

Within a reasonable time after receipt of a change request from the Customer, the Supplier shall prepare an offer with the price and a description of the scope of the requested work, which the Customer must accept before the offer becomes binding and the change is implemented.

The Customer acknowledges that the Solution is delivered as a standardised, cloud-based service to several customers, and that the Supplier may freely implement, further develop and make available to other customers functionality developed following the Customer’s change request or following suggestions or feedback from the Customer. All intellectual property rights to such functionality shall belong to the Supplier.

For the Right of Use, the Customer shall pay a license fee of NOK [amount] per month for the pilot project, invoiced to the Customer quarterly in advance for the period. All invoices fall due for payment 30 days after receipt, and in the event of late payment, interest on overdue payments accrues in accordance with law.

Additional work is invoiced to the Customer on a time basis at the Supplier’s hourly rates applicable at any time. The Supplier’s applicable hourly rate at the time of entering into this agreement is NOK 1,300. The Supplier may change the applicable hourly rates for additional work annually, limited upwards to the increase in Statistics Norway’s consumer price index since the last increase.

The Customer shall cover the Supplier’s reasonable and documented costs and other outlays if approved by the Customer in advance. The Customer covers the Supplier’s necessary and documented costs at the Norwegian government rates.

The Customer shall not make arrangements or organisational adaptations intended to reduce the basis for calculating the license fee contrary to the assumptions of the Agreement. If material changes in the Customer’s business, organisation or revenue structure may affect the basis for calculating the license fee, the Customer shall notify the Supplier without undue delay so that the license fee is determined on the correct basis.

The Agreement enters into force on the date of the last signature (the “Effective Date”) and runs for a period of three (3) months (the “Initial Period”). After the expiry of the Initial Period, the Agreement is automatically renewed for new periods of three (3) months (each a “Renewal Period”), unless terminated by one of the Parties in accordance with this clause 9.

Either Party may terminate the Agreement with effect from the expiry of the current contract period. Written notice of termination must be received no later than one (1) month before the expiry of the current period.

A Party may terminate the Agreement if the other Party materially breaches its obligations and has not remedied the breach within thirty (30) days after written notice specifying the breach. A Party becoming insolvent, entering into debt negotiations, being declared bankrupt, ceasing its business or otherwise no longer being able to meet its financial obligations as they fall due shall always be regarded as a material breach, and the other Party may in such cases terminate the Agreement with immediate effect without further notice.

Upon termination of the Agreement, for whatever reason, the Right of Use and the Customer’s access to the Solution also cease.

The Parties shall treat as confidential all information exchanged between the Parties in connection with this Agreement that is marked “confidential” or that the recipient should have understood was to be confidential (“Confidential Information”). Customer Data is also regarded as Confidential Information for the Supplier, but may be made available to subcontractors to the extent necessary to deliver the Solution to the Customer, provided that such subcontractors are subject to confidentiality obligations on market terms.

Beyond what follows from clause 10.1, Confidential Information shall not be made available to third parties without the prior written consent of the other Party, unless such disclosure is required by law, regulation or court order – provided that the Supplier, to the extent practically and legally possible, notifies the Customer and gives the Customer the opportunity to take the necessary legal steps to limit or prevent the disclosure. The duty of confidentiality under this clause shall not prevent the Supplier from using the Customer as a customer reference in accordance with clause 13. The duty of confidentiality applies during the term of the Agreement and for five (5) years after its termination.

The Customer owns all data transferred to the Solution through the Customer’s use of the Solution (“Customer Data”). The Supplier may only use Customer Data to fulfil its obligations under this Agreement and to deliver, improve and further develop the Solution, and shall ensure that all use of Customer Data takes place in accordance with the duty of confidentiality in clause 10.

The Solution may include functionality that uses AI-driven solutions, including as delivered by third parties, and the Customer acknowledges and accepts that the use of such functionality may require access to and use of Customer Data and other customer-related information. The Supplier may also use Customer Data and usage data to develop, improve and train predictive models, artificial intelligence and similar functionality, provided that such use only takes place in anonymised and/or aggregated form or in a manner that does not make Customer Data available to the public or that could enable third parties to identify the Customer or the Customer’s business.

Within seven (7) days after termination of the Agreement and upon written request from the Customer, the Supplier shall make Customer Data available to the Customer in the Supplier’s standard format and delete all Customer Data. Any conversion of Customer Data to other formats is carried out as a separate assignment by further agreement between the Parties.

To the extent the Supplier processes personal data on behalf of the Customer, the data processing agreement included as Appendix 1 to this Agreement shall apply between the Parties. In the event of conflict between the Agreement and Appendix 1, Appendix 1 shall prevail in matters concerning the data processing assignment.

The Supplier shall maintain reasonable and necessary security measures for the Solution. Customer Data is processed and stored separately from other customers’ data, and the Supplier will at all times ensure that access control, operation and other handling of Customer Data take place in a manner that safeguards the necessary confidentiality, integrity and security.

The Customer agrees to be named as a reference customer, including through the use of the Customer’s logo, in connection with the Supplier’s marketing of its business and the Solution.

All intellectual property rights in and to the Solution, including software, source code, design, databases, documentation, user interface, algorithms, data and AI models (regardless of which training data has been used), technical solutions, methods and know-how, including all modifications, changes or further developments thereof, remain with the Supplier. The Agreement does not entail any transfer of intellectual property rights to the Customer. The Customer is only granted the limited Right of Use expressly set out in clause 2.

If the Solution or parts of it become the subject of a third-party claim for infringement of intellectual property rights, the Supplier may at its own discretion and at no cost to the Customer:

• (a) obtain the necessary rights for continued use;
• (b) replace or modify the Solution so that the infringement ceases; or
• (c) if the above alternatives cannot be implemented by the Supplier in a commercially reasonable manner, terminate the Agreement with thirty (30) days’ notice and refund license fees prepaid by the Customer for the period after termination.

The Customer is itself responsible for its use of the Solution, including for its own decisions, results and data created or processed in the Solution. The Solution is delivered “as is” and “as available”. Beyond what follows from this Agreement, the Supplier gives no guarantee that the Solution will at all times be free of errors or interruptions. The Supplier will nevertheless perform its services in accordance with good professional practice and with reasonable care.

The Supplier’s total liability under the Agreement is limited to the fees paid by the Customer in the last twelve (12) months before the basis for liability arose.

Neither Party shall be liable for the other Party’s indirect losses, including lost profits, loss of data, business interruption or third-party claims, except in the event of gross negligence, wilful misconduct, breach of confidentiality or infringement of the other Party’s intellectual property rights.

The Agreement is governed by Norwegian law. Any dispute or disagreement relating to this Agreement that cannot be resolved amicably shall be decided by the courts with Oslo District Court (Oslo tingrett) as the legal venue.

The Supplier may use subcontractors to fulfil its obligations under the Agreement. The Supplier is responsible for its subcontractors’ breaches of this Agreement.

The Customer may not assign or otherwise transfer its interests, rights or obligations under the Right of Use without the prior written consent of the Supplier. The Supplier may, for its part, assign its rights and obligations under the Agreement to a third party, provided that the acquiring party is able to fulfil the Supplier’s obligations under the Agreement.

Any amendment to the Agreement requires the written approval of the Parties.