RECITALS

WHERE AS Infoworker is continually investing in the development and maintenance of the Software

WHERE AS Infoworker during the Agreement period will license the Software, provide support and maintenance to the Software 

WHERE AS the Costumer wants to use the Software in connection with its business operartions, and for this reason is willing to pay Infoworker a license fee

NOW THEREFORE this Terms of Service will apply as follows:

1. DEFINITIONS

As used herein, the terms set forth below shall have the following respective meanings (Terms may also be used in the plural, e.g. “Parties” or “Users”):

2. GENERAL TERMS

2.1 License agreement

This Terms of Service (TOS) regulate all use of Software from Infoworker and shall be considered as a binding license agreement between the Parties when the Costumer have received an Order Confirmation form or has started to Use the Software.

2.2 Order 

The Customer has ordered the Software from Infoworker through an Order. The Customer may order Software directly from Infoworker AS, from its webpages and web shops, through an Infoworker dealer or from Microsoft’s webpages. 

These Terms of Service (TOS) are standard terms that govern the use of the Software. By placing an Order (by signing, clicking “I accept” in the web-shop, confirmation by e -mail or other order form etc.) the Customer places a legally binding order with Infoworker. A legally binding agreement between your company and Infoworker will be entered into if and when Infoworker issues an Order Confirmation. Use of the Software will also be regarded as acceptance of this TOS. 

Unless specifically agreed otherwise in writing between the Parties, the TOS and Order Confirmation (including any additional terms) constitute the entire agreement between the Customer and Infoworker regarding the Software. The purchase of other services from Infoworker or an Infoworker Partner, such as for training, implementation or customization or support through a service level arrangement is not covered by the TOS. 

Infoworker reserves the right to update this TOS at any time without notice to Costumer.  The TOS will always include the date of the last update. The latest version of the TOS is always available at www.infoworker.no/tos

2.3 Fees

Fees for the Software are always according to the applicable price lists from Infoworker, as published online or otherwise made available from Infoworker unless otherwise agreed in the Order Confirmation form or in separate agreement between the Parties.

Unless explicitly stated otherwise in the price list or agreed in writing, all Fees are due in advance and are non-refundable. Fees are exclusive of all taxes and duties. Unless explicitly agreed otherwise, Infoworker will add the applicable value added tax (VAT) to the invoice. 

Infoworker reserves the right to change the Fees, including the fee-model, on 3 months’ notice according to section 2.4. no more than two times per year for any individual Software, on 1 months’ notice where a subcontractor has increased its prices towards Infoworker and to increase the prices annually to account for general price- and cost increases without notification. Annual price changes are effective from January 1st each year, unless explicitly stated otherwise in the price list or agreed in writing.

In the event of non-payment or late payment of the Fees by the Customer, Infoworker reserves the right to suspend the Customer’s access to the Software or restrict the Customer’s access to read-only, and charge penalty interest up to the maximum rate permitted by law. Unpaid invoices will be sent to collection. If the situation is not resolved within thirty days, Infoworker reserves the right to terminate the Customer’s right of use to the Software, c.f.15.

2.4 Notifications

General notifications and information about the Software, such as information about new features, price changes or planned maintenance, will be delivered inside the Software, on the Software’s webpages, online community or by email. 

Notifications regarding the Customer’s Software, hereunder Order Confirmations, or other information of particular importance, such as related to security or privacy, will be sent to the Customer’s primary contact email.

The Customer is responsible for providing Infoworker with at all times up to date contact information, including a primary contact email. 

All notices are deemed notified when sent or posted by Infoworker. All notices are effective immediately unless specified otherwise in the notice.

3. THE SOFTWARE

The Customer purchases a right to use the Software as it is made available online by Infoworker or installed on the Customer’s computers or computers controlled by the Customer. Use of the Software is further regulated in section 5 below.

Upon purchasing a right of use, the Customer is granted access to and a right to use the Software as set forth in this TOS. Third party scripts ore code or Third-Party Components linked to or referred to from Infoworker’s webpage, Infoworker Partner’s webpage and Microsoft’s webpage are not licensed to the Customer according to this TOS.

Infoworker will provide operational support free of charge, such as for login- or account problems or errors in the Software. Additional support through a Service Level Agreement (SLA) may be purchased separately from Infoworker.

The Software is provided to the Costumer on an “as is” basis as standard software. The Software is not contingent on or tied to any particular version or functionality at any particular point in time. The Customer may access and Use online Software “as it is” provided by Infoworker at any given time. Where the Software is installed on the Customer’s computers, the Customer is responsible for using a supported version of the Software- please.

Infoworker reserves the right to make improvements, add, change or remove functionality, or correct any errors or omissions in any part of the Software at its sole discretion and without any obligation or liability accruing therefrom. In the unlikely event such a modification disables or removes functionality which forms a material part of the Software permanently, or for a period of more than 3 months, the Customer is entitled to terminate its Subscription for the affected Software, and to receive a pro-rated refund for any Fees paid in advance for the affected Software.

4. PAYMENT ARRANGEMENTS

In order to provide payment-services and functionality, Infoworker uses certain invoice networks, including third party networks, such as the PEPPOL (infrastructure Pan-European Public Procurement Online), bank- and mobile payment suppliers and other document networks. The Customer authorizes Infoworker to exchange the Customer’s payment profile information, invoices and related business documents with such networks and providers as necessary to provide the Software. 

If the Customer does not wish to be registered in the address registers of such networks, the Customer should notify Infoworker. Reservation from the Costumer may result in the Customer not being able to use the Software in whole or in part.

5. RIGHT OF USE

Infoworker is a trusted Microsoft supplier and the Costumer may Order the Software directly through Infoworker, through an Infoworker Partner or through Microsoft Services. If the Costumer has Ordered the Software through a Infoworker Partner or Microsoft Services, this TOS will apply only to Infoworker’s Software. Use of Microsoft software are only governed by “Microsoft Terms of Use”. 

Infoworker Software that is made available to download or otherwise install is the copyrighted work of Infoworker and the Software is made available only for Use by end Users. The Customer is granted a limited, non-exclusive, revocable and terminable right to install, access and Use the Software and the Software Documentation solely for the Customer’s internal business operations and in accordance with this TOS. Infoworker shall remain or be vested with the ownership of the Software and all right, title and interest to without limitation.

For clarification and without limiting the generality of the foregoing, “internal business operations” means operations and activities related solely to the Customer’s own business, and shall under no circumstance be interpreted as allowing the Customer use the Software in or for any entity in which the Customer owns or otherwise controls less than 100 %.

The right of use may not be transferred, assigned or sub-licensed to any other entity, in whole or in part, under any circumstance (including but not restricted to mergers and demergers, bankruptcy, change of ownership or control or to affiliates) without prior written authorization from Infoworker, which shall not unreasonably be withheld.

The Customer is solely responsible for all Use of the Software, including User actions and User administration, and access or integrations by third parties and integrated applications on its behalf or instruction. The Customer is solely responsible for the content and legality of the Customer Data, and shall not transfer or process harmful code, data or similar (such as viruses) to or with the Software, nor use the Software for any unlawful or malicious purposes.

All Users are administered by, and the responsibility of, the Customer. Users shall have the necessary rights from the Customer to Use the Software and such rights shall be within this TOS.

6. SECURITY

The Customer shall ensure that an eventual integrated application and related systems, such as web servers and databases, are configured to provide appropriate security through organizational, technical and physical security measures, designed to ensure the confidentiality, integrity, availability and resilience of the application, Software and any Data.

Any Breaches of security or Data, such as an intrusion or unauthorized access, or discovery of a vulnerability, shall be reported by the Customer without undue delay to Infoworker.

7. DATA PROTECTION AND DATA PROCESSING AGREEMENT (DPA)

Each Party is responsible for fulfilling its respective duties pursuant to external legal requirements and the relevant data protection legislation at any time. 

When placing an Order for the Software the Costumer acknowledge that Infoworker will act as Data Controller. 

If Infoworker shall process Personal Data on behalf of the Customer in connection with the performance and use of the licensed Software, Infoworker will be acting as Data Processor.

When acting as Data Controller or Data Processor Infoworker will only process the Personal data in accordance with this TOS, Infoworker’s Data Processing Agreement (DPA) and Infoworker’s Privacy Notice, which is available at Infoworker,s website: www.infoworker.no.  

When using the licensed Software, the Costumer shall, through planned and systematic measures, ensure adequate information security with respect to confidentiality, integrity and accessibility when Processing personal data, according to GDPR: Regulation (EU) 2016/679 of the European Parliament and of the council of 27. April 2016.

8. SUBCONTRACTORS

Infoworker may use other Third-Party subcontractors for the provision and development of the Software, hereunder processing of Personal Data, and/ or Usage Data. Infoworker will always enter into a data processing agreement (DPA) with subcontractors in order to fulfil the obligations set forth herein.

If the subcontractors are located outside the EU, the Parties agree that Infoworker is authorized to ensure legal grounds for the transfer of Personal Data out of the EU on behalf of the Customer using appropriate legal mechanisms, such as the EU Model Contracts. The Customer authorizes Infoworker to enter into such legal mechanism on behalf of the Customer.

9. SUPPORT AND MAINTENANCE

Infoworker shall provide support and maintenance of the Software. Such support is provided on an annual basis under Infoworker SLA (Service Level Agreement) in effect at the time the Support is provided for the level of support ordered. The support Fee is as set forth in the applicable SLA. Support will automatically renew each year unless either Party notifies the other of its intention not to renew support at least thirty (30) days prior to the expiration of the then-current term. 

10. CONFIDENTIALITY

The Software constitute highly valuable property of Infoworker and contain the Intellectual Property Rights, trade secrets and confidential information owned by Infoworker. The Costumer shall observe complete confidentiality with respect to the Software.

Each Party may in connection with this TOS disclose or obtain confidential information from the other Party, including but not limited to trade secrets and other information related to the Software, products, Software, technology, know-how, data, business plans and roadmaps, Customer Data, or other information that should reasonably be understood to be proprietary, confidential or competitively sensitive. The Parties shall hold all confidential information in confidence and take reasonable measures, to protect the other Party’s confidential information. The Parties shall not disclose such information to any third party, unless specifically authorized by the other Party to do so, or if required to do so under mandatory provisions of law.

Confidential information does not include a) information the recipient can demonstrate was in the recipient’s possession or knowledge prior to entering into the TOS, and which the recipient lawfully acquired; b) is or becomes publicly available through no fault, action, omission or intervention of the recipient; c) is received by the recipient from a third party without a duty of confidentiality (express or implied); or d) is independently developed by the recipient without breach of the TOS.

Except as otherwise provided in this TOS, Infoworker will not sell, rent, lease or otherwise make Customer Data or Usage Data available to third parties except in the following or similar situations:

• to comply with compulsory law, or to respond to a legally binding request by governmental authorities, such as a court order or warrant;
• to investigate or prevent serious security threats or fraud;
•  in the event of a reorganization, merger, sale or purchase of Infoworker; Confidential Information may be disclosed as part of the reorganization, sale or merger. Infoworker will in all such cases ensure that any the third party observe the obligations set forth herein by a confidentiality agreement.

The Parties may disclose Confidential Information to partners or subcontractors to the extent necessary to provide the Software and fulfil its obligations under the TOS. 

All personal Data shall always be treated according to relevant GDPR rules.

11. INTELLECTUAL PROPERTY RIGHTS

The Software is protected under Norwegian copyright legislation and international treaties. The Costumer shall treat the Software in the same way as any other material protected by copyright.

Costumer shall refrain from any copying or reproduction of the Software which is not required for the use of the Software in accordance with this TOS. Costumer may not change any designation indicating copyright and product name of the Software. The same applies to any documentation or description of the Software. 

Infoworker is the sole owner of the Software and related intellectual property rights (IPR) in and to the Software, including but not limited to source code, binary code, compilation of data, databases and designs, whether registered or not, all documentation, specification and associated materials, and any IPR that arise out of or in connection with Infoworker’s processing of Usage Data. Trademarks, product names, company names or logos mentioned in the Software or in connection with the Software are the property of their respective owners. All know-how supplied by Infoworker shall be and remain the absolute property of Infoworker.

Where software or other IPR from a third party is provided by Infoworker as part of or in connection with the Software, such software or IPR is only covered by the TOS unless separate terms will not apply. If there is conflict between the licensing terms of a Third-Party Component and this TOS, the licensing terms of the third party shall prevail for the Third-Party Component. If the Third-Party Component is open source, then under no circumstance shall the Software- except for the Third-Party Component- be deemed to be open source or publicly available software.

In the event of infringement of IPR, Infoworker or may take all reasonable steps to protect its proprietary and commercial interests, including any remedy available by law. 

The Customer (or its Clients, as applicable) is the sole owner of the Customer Data, including any IPR in and to the Customer Data, and/ or any integrated applications.

12. LIMITED WARRANTY

Infoworker shall use commercially reasonable efforts to ensure that the Software will perform substantially as described in the Software Documentation, provided it is properly configured and updated to a supported version. The Customer acknowledge that the Software and delivery thereof will not be completely free of errors.

Infoworker does not warrant that the Software will meet the Customer’s requirements, operate correctly with the Customer’s choice of equipment, systems or settings, setup, configuration, modifications, customizations, plugins or integrations not performed or controlled by Infoworker or if delivered over the internet, be uninterrupted. Infoworker is not responsible for the internet, internet service providers nor the Customer’s internet connection. Costumer is solely responsible for taking all precautions, such as data backup, testing and error detection procedures, which are necessary in order to ensure that errors in the Software do not cause negative consequences. 

Improving the Software is a continuous process. If the Software does not function in accordance with the limited warranty specified in this TOS, Infoworker shall correct confirmed errors or defects in the Software at its own expense. “Confirmed errors or defects” means errors or defects that are reproducible by Infoworker and/ or confirmed through Infoworker’s support channels, and which occur during the Subscription Period. Infoworker may choose to replace the Software or functionality instead of performing a correction.

13. LIMITATION OF LIABILITY

Infoworker is not responsible or liable for the Customer Data, including its content, ownership and legitimacy, nor for Use or other activities performed upon the Customer Data by the Customer or on behalf of the Customer, or otherwise outside the control of Infoworker 

Infoworker’s liability to the Costumer for all damages, costs, claims or demands incurred or suffered by or awarded against Costumer and arising directly or indirectly out of the performance or any breach of this TOS shall in no event exceed the total amount paid to Infoworker under this TOS at the time such damages, costs, claims or demands incurred or was suffered and after the defect was introduced in the Software. 

The liability contained in this clause is in lieu of all other responsibility for merchantability and fitness for a particular purpose. Infoworker shall not be responsible to Costumer or to any third party for any indirect, special, incidental or consequential damages due to foreseen or unforeseen cause from Costumer’s or any third party’s use or the performance of the Software under this TOS.

14. FORCE MAJEUR

Should an extraordinary situation arise outside the control of one of the Parties making it impossible to fulfil its obligations under the TOS, the affected Party shall without undue delay inform the other Party in writing of the beginning and the end of the extraordinary situation.

If the extraordinary situation has been going on more than 3 months, the TOS shall be terminated upon request of one of the parties. The termination shall be effective 15 days after the date of receipt of the request at the place of the receiver.

15. INDEMNIFICATION

Infoworker shall defend any action, suit or proceeding brought against Costumer alleging that the Software infringes any copyright or misappropriate any trade secret of any third party and shall pay any final judgments awarded or settlements entered into and agreed to by Infoworker; provided, that Costumer gives prompt written notice to Infoworker of any such action, suit or proceeding and gives Infoworker the authority to proceed as contemplated herein. Infoworker shall have the exclusive right to defend any such action, suit or proceeding and make settlements thereof at its own discretion, and Costumer may not settle or compromise such action, suit or proceeding, except with the prior written consent of Infoworker.  Customer shall give such assistance, cooperation and information as Infoworker may reasonably require to defend, settle or oppose any such action, suit or proceeding. 

In the event any such infringement action, suit or proceeding is brought or threatened, Infoworker may, at its sole option and expense: 

1. procure for Costumer the right to continue use of the Software or the allegedly infringing part thereof;
2. modify or amend or replace the same with other software or material having substantially similar functionality and performance; 

The foregoing obligations shall not apply to the extent the action, suit or proceeding for infringement and/or misappropriation arises or results from modifications to the Software made by any party other than Infoworker or Infoworker’s authorized representative, Software that does not incorporate all of the updates provided by Infoworker or is not being used in compliance with this TOS.  Costumer shall indemnify and hold harmless Infoworker from and against any action, suit or proceeding for infringement and/or misappropriation that arises or results from any of the exclusions set forth in this section 10.

16. TERMINATION

16.1 Termination by the Customer

The Customer may terminate the Customer relationship or individual Software for convenience and at any time according to the terms specified in the Order Confirmation.  

16.2 Termination by Infoworker

If a breach of any of the Customer’s obligations under the TOS is confirmed by Infoworker or suspected by Infoworker on reasonable grounds, or the Customer enters into bankruptcy or insolvency, Infoworker may suspend the Customer’s access to the Software or restrict the Customer’s access to read-only, until the matter is resolved.

Infoworker shall give 30 days prior notification of any suspension or restriction of access and give the Customer reasonable time to respond before suspending or restricting access. If the situation is not resolved within a reasonable amount of time, Infoworker reserves the right to terminate Customer’s right of use for the Software, thereby terminating the Customer relationship. Infoworker may, at its sole discretion, choose to terminate the Customer’s right of use for the Software with immediate effect if the Customer is in material breach of the TOS.

Upon termination of this TOS for any reason, all rights to Use the Software shall terminate, whereby Costumer shall immediately cease use of Software and shall erase any copy of the Software from Costumer’s computer systems.

Termination of this TOS shall neither release Costumer from any obligations undertaken under Clauses 9, confidentiality, nor from any obligations to pay Infoworker according to section 2.3.

16.3 Data deletion

Upon termination, for whatever reason, Infoworker will delete the Customer Data from its systems, unless mandatory provisions of law require the Infoworker continue to store the Data. In such an event, Infoworker shall continue to maintain the security of the data as set out in the TOS. After deleting the Customer Data, Infoworker shall have no further obligations towards the Customer with regards to the Customer Data.

16.4 Data return 

The Customer may request the return of the Customer Data no later than 30 days after termination. If more than 30 days have passed, the data may have been irrecoverably deleted. Infoworker shall return the Customer Data in a format, time and method of delivery determined by Infoworker. Infoworker reserves the right charge its standard rates for data return.

17. Governing law and legal venue

Both parties shall make reasonable efforts to settle within four weeks any dispute arising out of this Agreement by negotiations before taking legal proceedings.

This Agreement shall be governed by Norwegian law, and the Parties shall adopt Oslo District Court as legal venue for any dispute that may arise in connection with the Agreement.