1. Introduction

These Terms of Service (TOS) govern the provision and use of the Service www.unleash-hosted.com provided by Bricks Software AS (VAT registration number: 922 998 337), located at Martin Ringes vei 25, 1364 Fornebu, Norway, hereafter referred to as “Supplier”, to the Customer.

The Supplier reserves the right to change these terms and conditions at any time without prior notice. In the event that any changes are made, the revised terms and conditions shall be posted on this //www.unleash-hosted.com/tos/ immediately. Please check the latest information posted herein to inform yourself of any changes.

2. Delivery

The Supplier will make the Services available on the date the order was received. The Services are considered to be delivered when they have been made available to the Customer.

The Services are provided as standard services, and are not dependant on or tied to any particular version of software. The Supplier reserves the right to make improvements, add, change or remove functionality, or correct any error, in any part of the Services at its discretion, as long as the material nature of the Services is not changed.

General notices and information about the Services will be delivered online, on the login screen or the relevant webpage and shall be deemed notified when such posting has occurred. Notifications are effective immediately unless specified otherwise in the notice.

3. Access and user accounts

User accounts, including administrators and additional primary contacts, are created and administered by the Supplier. User accounts may not be shared or used by more than one User, but may be freely re-assigned by the Customer. Each User is responsible for the confidentiality and accuracy of login and other account information. The Customer and/or Users must inform Supplier immediately of any unauthorised use of login details.

Users shall not directly or indirectly transfer viruses, worms or harmful code of any kind to the Services. The Services may not be used for any illegal or unauthorised purpose. Users shall not violate any laws in the relevant jurisdiction(s), including but not limited to copyright laws or transfer any offensive, threatening, libellous, defamatory or otherwise objectionable data to the Services. The Customer or any User must immediately report such misuse to Supplier by email.

The Supplier’s support personnel may access the Services to the extent it is required in support cases or otherwise requested by a User.

When the Agreement or a specific Service is terminated, all related Customer data will be returned in a standard format upon the Customer’s written request. The return of data in customer specific formats may be subject to additional cost. Copies of the data will be deleted from Supplier’s servers in accordance with industry practice and may be deleted 90 days after the termination takes effect.

4. Billing terms and conditions

Subscription fee: Invoiced monthly in advance from the Effective Date Implementation services: Invoiced in advance as a lump sum on the Effective Date Payment terms: 30 days from date of the invoice

Travel cost shall be pre-approved by the Customer and invoiced in arrears.

All prices are stated excluding any value added tax (VAT). Any applicable VAT will be paid by the customer.

The Supplier may on the first and each subsequent anniversary of the Effective Date, increase the fees by the increase in CPI in the domicile of the Supplier.

The Supplier may increase the Subscription Fees if there is a increase in the Scope of Use as defined below. The Supplier shall monitor such increases; however the Customer is obliged to inform the Supplier within a reasonable period if such an increase occurs.

Where payment of any fee is late, the Supplier may charge the Customer delayed payment interest on such amounts.

5. Right to use

Supplier, or its licensors, has all intellectual property rights (“IPR”) to the Services and any modifications made thereto. IPR includes copyright, patents, trademarks, trade names, design and product design, source code, databases and business plans, whether registered or not. All documentation, including manuals, user guides and other written, electronic or non-electronic, accounts of how the Services are set up and used is considered part of the Services and is subject to the same restrictions. All copyright, trademarks, registered trademarks, product names, company names or logos mentioned in the Services or in connection with the Services are the property of their respective owners. Any services from a third party included as part of or in connection with the Services is subject to the TOS unless separate terms have been presented to and accepted by the Customer. Some parts of the Services may require registration on third party websites.

The Customer is granted a limited, terminable, non-exclusive and non-transferable right to use the Services in accordance with the Agreement. The right to use is only applicable for the Customer’s own internal business purposes and within the scope of use specified in the Order Form. The Customer may not use the Services for any unlawful purpose, including intentionally distributing viruses, worms, trojan horses or other items of a destructive nature. The Customer will not remove or modify any copyright notices appearing in the Service. The Customer shall keep any received credentials/API keys secure and such are not to be provided to any third party without the express consent of the Supplier.

Unless otherwise specifically agreed in writing, it is not allowed to use, or to let any third party use, the Services in a service bureau or similar setting or to use the Services to provide services to a third party or any entity in which Customer owns less than 50%. The Customer does not have the right to transfer the right to use the Services to any other entity, in whole or in part, including but not restricted to mergers and demergers, bankruptcy, change of ownership or control or to affiliates, without prior written consent from Supplier. Such consent shall not unreasonably be withheld.

The Supplier to collects and uses certain data from the Service and about the use thereof. This information may include production data, contact information such as name, email address and telephone number, and other information such as username and user preferences. It may also include traffic information, including usage- and traffic analysis, as provided by the user’s web browser to the website, browser type and language and the address of the website from which the user arrived, and traffic information such as IP address usage. “Clickstream” behaviour, such as which links the user clicks on and when, may also be collected and used.

The purpose of the Supplier’s collection and use of data may include developing new or improved services and building new functionality such as automation, enabling stable and fast services, detecting and preventing security threats, perform maintenance and debugging, provide support, conduct surveys, marketing; including to improve Supplier web pages or measure the effects of marketing efforts etc. To the furthest extent, Supplier will only use anonymized and aggregated data related to the Customer’s use the system.

The Supplier may use automated data collection tools such as embedded web links and cookies on the Service web pages or in emails sent from the Service to the user in order to collect and use the information. Supplier is allowed to share such information with its subsidiary where the Supplier owns 50% or more. Unless otherwise agreed, the data will not be used for direct sales, sold to third parties, used to develop products that compete with a client’s core business, or used for profiling and analysis of individuals or an individual client’s business. For further information about processing of Personal Data, please go to https://www.unleash-hosted.com/privacy-policy/.

The Customer has all rights to any data owned by the Customer which is transferred to the Services, and may require the return of its data at the termination of the Agreement. If the data collected by the Supplier as described above includes data owned by the Customer, the Customer hereby gives the Supplier the right to, free of charge, collect and use such data from the Service as described above. If the Customer or any of its users posts, comments or publishes any information on public forums on a Supplier webpage, such action will make the information publicly available, and the Customer is responsible for any such distribution of information. The Supplier will not publish any comment, testimonial or similar made by an individual user without his or her prior consent.

6. Use of subcontractors

The Supplier may use subcontractors. The Supplier may change subcontractors upon notification to the Customer. Notifications may be given directly or on //www.unleash-hosted.com. A list of subcontractors in use at the Effective Date may be listed in the Order Form.

7. Privacy

The Supplier might Process Personal Data on behalf of the Customer as part of providing the Service, and might continue to Process such data for the duration of the Agreement. The Order Form or a separate data processing agreement will include the details of the purposes of the processing and which types of Personal Data will be Processed. The terms Personal Data, Special Categories of Personal Data, Processing of Personal Data, Data Subject, Controller and Processor is equivalent to how the terms are used and interpreted in applicable privacy legislation, including the General Data Protection Regulation (GDPR).

Each party undertakes to comply with its obligations under relevant applicable data protection laws and this Agreement. The Processor agrees that it will only Process Personal Data as instructed by the Controller, and by entering into this Agreement, the Customer instructs the Supplier to Process Personal Data in the following manner; i) only in accordance with applicable law, ii) to fulfill all obligations according to the Agreement, iii) as further specified via the Controller’s ordinary use of the Processor’s services and iv) as specified in this Agreement. The Supplier will notify the Customer if it considers an instruction to infringe upon GDPR or other applicable data protection provisions.

The Supplier shall assist the Customer by applying appropriate technical and organisational measures, taking into account the nature of the Processing and the information available to the Processor, in fulfilling the Controller’s obligations under applicable privacy legislation, hereunder with regards to requests from Data Subjects and general privacy compliance according to GDPR article 32 to 36. The Supplier will only grant access to Personal Data to persons with a documented need of access, and all such persons will be under obligation to keep the Personal Data confidential. Each Party will inform the other Party of any enquiries and/or claims regarding Processing related to the use of the Services within reasonable time as to enable proper notification to Data Subjects or data protection authorities.

The Supplier will make the information necessary for the Customer to demonstrate compliance with GDPR Article 28 available, and will allow for and contribute to annual audits conducted by the controller or an independent third party. If the requested audit scope is addressed in a recent ISAE, ISO or similar assurance report performed by a qualified third party auditor, the Controller agrees to accept those findings instead of requesting a new audit of the measures covered by the report.

The Customer shall ensure that the Personal Data, which it transfers to the Service, has been obtained fairly and lawfully. The Customer will obtain all necessary approvals from persons whose Personal Data is being processed and all necessary registrations with authorities to permit the Supplier to transfer Personal Data to third parties pursuant to this Agreement. The Customer agrees that it will not transfer Special Categories of Personal Data into any part of the Service without the Supplier’s knowledge.

The Customer gives the Supplier general consent to use external data processors in the provision of the Service. The Parties may also list applicable sub-processors in the Order Form. The Supplier will notify the Customer if it wishes to replace a sub-processor. The Supplier and any sub-processor may disclose Personal Data to governmental authorities in order to comply with any legally binding request for disclosure.

8. Termination and Suspension

If a party is, or most likely will be, in material breach any of his obligations under the Agreement, then the other party can terminate the Agreement upon thirty (30) days prior written notice if the material breach has not been remedied by the end of the notification period. Payment of fees which is delayed by more than thirty (30) days gives the Supplier the right to suspend the provision upon thirty (30) days’ written notice until such time as payment is made.

In the event of force majeure the Services will be suspended for as long as the force majeure event prevents Supplier from providing the Services. If such suspension lasts for more than 90 days, then either party may terminate the agreement upon 30 days written notice.

9. Transfer of rights under this Agreement

The Supplier may transfer the rights awarded under this Agreement to any subsidiary where the Supplier owns 30% or more without any further notice.

10. Intellectual Property Rights Infringement

If a third party claims infringement of its IPR, the liable party will indemnify the other party from such claims. The indemnification only applies if the liable party is notified of the claim as soon as possible and is given control of such claim by the indemnified party. Supplier will not indemnify the Customer if the infringement is a result of the Customer using the Service in any way not allowed by Supplier, the Customer changing the Services or the Customer’s integration of the Service with third party products or services in a way not agreed with Supplier.

11. Limited Warranty

Supplier warrants that the Service will substantially function in accordance with the specifications thereof. Supplier does not warrant that the Service will be uninterrupted or error free, or that it will fulfil the Customer’s purposes. Neither Supplier nor any of its licensors offer any warranty, express or implied, except as expressly set forth herein, including without limitation warranties of title, merchantability, fitness for a particular purpose or system integration capability. The Customer shall not rely on any statement not expressly set out in the Agreement. Links to third party websites not owned or controlled by Supplier which appear in the Service or associated web-pages is provided for convenience only, and Supplier is not responsible for such websites. The Supplier will not be liable for any denial of service attacks, network floods or hacking which are beyond the reasonable control of the Supplier. The Supplier will use commercially reasonable endeavours to resolve any issues caused by such an event.

12. Limitation of Liability

A party may claim compensation for direct and documented loss caused by the other party’s breach of the Agreement. The parties expressly exclude liability for any indirect, special, incidental or consequential loss or damage which may arise, including loss related to loss of data, third party claims, any loss of profits, even if advised of the possibility of such losses. The maximum liability for breach of this agreement is an amount equivalent to one month subscription fee. Any applicable Service Credits is the exclusive remedy for breach of the Service Level Agreement. These limitations do not apply if loss is caused by a party’s gross negligence or intent.

The Parties agree that no claims, which arose during the agreement term, may be risen after 12 months after the expiry hereof.

13. Miscellaneous

Changes to the agreement shall be agreed by both parties in writing, including in digital format.

If any provision of the Agreement is legally void in whole or in part, this shall not affect the enforceability of other provisions. The parties shall negotiate in good faith to replace the void provision

The rights and obligations of the Parties shall be governed by the law of the Supplier’s domicile. If a dispute arises in connection with the Agreement, the parties shall attempt to resolve the dispute through amicable negotiations. If the dispute cannot be resolved through negotiations, it shall be referred to the courts of the Supplier’s domicile.