General agreement between the customer and Linserv Holding and subsidiaries
These general conditions apply to Linserv's provision of services, as defined in the IT Services agreement concluded between Linserv and the Customer (hereinafter the Service).
These general terms and conditions and the agreement on IT Services, including annexes, concluded between Linserv and the Customer are collectively referred to below as "this Agreement" or the "Agreement".
When purchasing or renting computer equipment or software via Linserv, the underlying hardware or software supplier's and manufacturer's terms and conditions apply and Linserv's liability towards the Customer can thus in these cases never include more than the supplier's/manufacturer's liability towards Linserv. The same also applies to other third-party products, which Linserv provides in connection with or as part of the Service. Products and equipment remain the property of Linserv until they have been paid for in full.
The definitions stated in the Agreement shall, except where this was clearly not the intention, have the same meaning everywhere in the Agreement.
2. Payment terms, Agreement period and Termination
If nothing else is stipulated in the customer agreement, invoicing takes place monthly in advance for fixed fees (operation, licences, support agreements and the like) and in arrears for ongoing hourly billing with a due date no later than thirty (30) days from the invoice date. In the event of late payment, Linserv has the right to charge late payment interest in accordance with the law as well as charge a reminder fee and collection fee.
All agreements (if no other period is stipulated in the agreement or invoice) have a term of twelve (12) months from the first invoice. All agreements for service and or rental of cloud resources and related hardware/software are automatically extended for 12 months at then end of each period if no other written agreement is established.
Termination of any agreement must be in writing not less than ninety (90) days prior to the agreements end date. Unless otherwise specifically stated in the agreement, agreements are automatically renewed for twelve (12) and the end of each 12 month period. Unless specifically terminated in writing by either party during the termination period all agreements will be extended by 12 months.
All fees and other charges are stated excluding value added tax and other possible taxes and charges now and in the future on the Service.
Payment must be made in Swedish currency to the bank or postal giro account specified on the invoice. When paying, the invoice number and the customer's name must always be stated.
If the Customer considers an invoice to be incorrect, this must be reported within fifteen (15) days from the date of the invoice. If a remark against the invoice has not been made within this time, the Customer no longer has the right to claim any inaccuracies against Linserv.
The fees specified in the Agreement apply to the Service. In the case of work requested by the Customer outside normal working hours, the following applies:
- Weekdays 18.00 – 22.00 hourly rate * 1.5
- Weekdays 22.00 – 07.00 hourly rate * 2.0
- Saturday/Sunday and weekends hourly rate * 2.0
- Holiday weekend hourly rate * 3.0
Unless otherwise stated in the Agreement, normal working hours are eight hours per day, excluding weekends, on weekdays during the time period 08:30–17:30.
Unless otherwise specifically agreed, Linserv is entitled to compensation for actual travel costs and, in the case of overnight stays, standard allowances. Travel time is charged.
Linserv reserves the right to change the fees and charges with immediate effect if changes in legislation, credit, monetary, currency policy or other official measures lead to this.
Linserv reserves the right to annually update the fee for the Service on 1 January corresponding to the increase in Statistics Norway's IT Consultant Index.
3. Linserv commitments
Linserv undertakes to deliver the Service to the Customer in accordance with the conditions specified in this Agreement.
- The content of the service is shown in the specifications made in the IT Services agreement and its appendices.
- Linserv must perform the Service with qualified and competent employees for the purpose and sufficient resources.
- Linserv undertakes to only process personal data in accordance with the Agreement.
- Linserv must appoint a contact person for the Customer. The contact person's name and contact details appear in the Agreement, a change of contact person must be notified in writing.
- The Customer shall appoint a contact person for Linserv. The contact person's name and contact details appear in the Agreement, a change of contact person must be notified in writing.
- Linserv undertakes to maintain consultant liability insurance customary for the industry during the validity period of this agreement.
4. Customer commitments
The Customer undertakes to provide Linserv with access to the premises, equipment and software at the Customer's premises which are required for Linserv to fulfil its obligations under this Agreement in a timely manner. In the same way, the Customer must provide Linserv with no demand for compensation such information, help and documentation regarding the Customer's IT system and IT structure as well as its integration with the Service that is required for Linserv to be able to fulfil its obligations under this Agreement. The customer must carry out these commitments with suitably qualified and competent 4. employees and sufficient resources.
The Customer is responsible for errors or deficiencies in equipment and software etc. owned or otherwise provided by the Customer. In no case is Linserv obliged to have insurance in respect of equipment or software owned or otherwise provided by the Customer.
The customer undertakes not to make unauthorised intrusions into Linserv's computer resources, nor other computer resources, which are connected to Linserv's computer resources, and to never destroy information or functions provided in the Service.
The services that are part of the Service may not under any circumstances be used in such a way that damage or infringement occurs to Linserv or third parties.
If the Customer's use of the Service causes damage or inconvenience to Linserv or a third party, the Customer is solely responsible for such damage or inconvenience.
The customer is responsible toward Linserv for all end-user actions.
The customer undertakes to comply with all applicable laws and regulations when using the Service, including the Data Act, the Personal Data Act and other applicable regulations.
The Customer owns and is responsible for all data and information that the Customer manages or publishes within the scope of the Service. It is the Customer's responsibility to ensure that the Service is not used in such a way that it can be perceived by users as offensive, offensive or otherwise inappropriate. Examples of such exploitation are so-called mail bombing and all actions that take place without authorization or that are illegal.
There must always be an agreement directly between Linserv and the owner of a domain name, under which web pages or other types of information are published via the Service. Each web page must clearly state which organization is the web owner and responsible for the publication of the pages.
The customer is always responsible for all material published on a website; this regardless of whether design etc. is outsourced to a third party.
The customer is fully responsible for the material published via the Service and that this complies with good publishing practices. In the event that Linserv finds that material published by the Customer in any respect does not correspond to these requirements, Linserv has the right to remove the relevant material pending clarification as to whether or not good journalistic practice has been followed.
The customer must appoint a contact person for contact with Linserv. This contact person shall have the right to make binding decisions and receive messages from Linserv within the framework of this Agreement. In the event of a change of contact person, the Customer must notify Linserv of this in writing.
The customer undertakes not to employ or otherwise engage any person who is, or during the last twelve months has been, employed by Linserv for a period of one (1) year from the termination of the assignment. In the event that the Customer breaches this undertaking, the Customer shall pay compensation to Linserv with five (5) price base amounts according to the law (1962:381) on general insurance per person to whom the breach of contract relates.
Unless otherwise expressly agreed, the Customer is responsible for all required licences regarding such software, etc. that the Customer uses in its use of the Service, e.g. user licences, server licences, etc. regardless of whether the Service is provided via Linserv's equipment or via the Customer's own or otherwise provided equipment. The customer is also responsible for ensuring that the current licences allow Linserv to operate the customer's equipment and software.
If it has been agreed between the Customer and Linserv that Linserv is responsible for any of the aforementioned licences, the conditions applied by the original licensor in relation to the licences in question shall apply to these licences. In the event that the original licensor changes pricing, etc. regarding licences provided to the Customer by Linserv, Linserv shall have the right to adjust its prices, etc. regarding the current licences in relation to the Customer, with thirty (30) days' notice. The original licensor shall further have the same right vis-à-vis the Customer regarding licences ultimately provided by the licensor, as the licensor's licence conditions and this Agreement in general give Linserv in this regard.
The customer is further obliged to immediately upgrade client licences and other required licences at Linserv's request in case the software included in the Service is replaced or changed by Linserv.
6. Customer Placed Equipment
Linserv has the right to place with the Customer such computer/network equipment that may have to be on the Customer's premises in order for Linserv to be able to provide the Service in an efficient manner.
In the event that an agreement has been reached between Linserv and the Customer that the Customer shall be responsible for replacing backup tapes regarding customer-placed equipment, Linserv shall have no responsibility for backup tapes until the tapes have been handed over to authorised personnel at Linserv. Linserv shall also have no responsibility for any failure to provide backup as a result of the Customer not managing the replacement of the backup tape in a satisfactory manner. Linserv is not responsible in any case for the content of the backup tapes.
The space at the customer's place where Linserv places the server and any other equipment must be locked and Linserv must provide access to the space when requested.
The customer is responsible for ensuring that the customer's space where Linserv places equipment has the required power supply, network sockets and a cooling system which means that the temperature never exceeds 23 degrees Celsius.
The customer does not have the right, without Linserv's approval, to take any action with equipment belonging to Linserv or anyone who provides the equipment for Linserv.
7. Reduction of fee
If Linserv and the Customer have agreed on a reduction of fees in case of deviation from specified service levels, such reduction of fees constitutes the Customer's only compensation and the Customer is thus not entitled to apply any other penalties with regard to interruption of operations or other deviations from specified levels or measures.
8. Force majeure
The party is not obliged to fulfil commitments if its fulfilment is impeded as a result of a strike (both contractual and non-contractual), other labour dispute, disease, storm, thunder, flood, fire, war, rebellion or riot, law enforcement, seizure, telecommunication/data failure - connections or other communication, delayed delivery from a subcontractor or as a result of other circumstances that could not reasonably have been foreseen at the time of the conclusion of the agreement. If the circumstance has lasted longer than three (3) months and the fulfilment of the agreement is affected to a significant extent, each party has the right to terminate the agreement with immediate effect without any obligation to compensate the other party by written notice.
In addition to what is stated in point 7, Linserv is not responsible for errors or damage that occurs to the Customer due to his connection to the Service, unless Linserv caused the damage as a result of gross negligence or intent.
Linserv is not responsible in any case for indirect damage, loss of profit, damage to third parties or other consequential damages, nor loss of data.
Linserv is also not responsible in any case for damages due to errors or actions attributable to subcontractors or other external parties.
Finally, Linserv's liability for damages per damage is in all cases limited to ten (10) times the price base amount applicable at the time of the damage according to the Act (1962:381) on general insurance, however a maximum of one million (1,000,000) kroner per calendar year. Series damages are an occasion of injury.
If the Customer has not claimed liability within one (1) month from the time of the damage, the Customer no longer has the right to demand liability from Linserv due to the alleged damage.
10. Ownership of Information
The Customer has all rights regarding the data and information that the Customer makes available to Linserv in connection with the provision of the Service and to the results of the processing of data that Linserv's provision of the Service entails. However, Linserv has the right to dispose of such data and information to the extent necessary for the performance of the Service.
The party is responsible for ensuring that the party's software does not constitute an infringement of another's intellectual property rights. The party shall indemnify the other party for infringement of third-party intellectual property rights concerning the first party's software. In the event that a third party claims that the use of the party's software violates the third party's rights, the party shall be responsible for obtaining the necessary rights or for acquiring other software without incurring costs or operational disruptions for the other party. In addition to what is stated in this clause, the party shall have no liability towards the other party as a result of an infringement of third-party intellectual property rights.
Neither party has the right, without the other party's prior written consent, to disclose information to outsiders, information which is protected according to the Act (1990:409) on the protection of business secrets or b) concerns the other party's customers or c) for another reason is normally to be regarded as confidential, if this is not required for the fulfilment of the party's obligations under this Agreement. The confidentiality obligation does not apply to information that is generally known.
It is the responsibility of each party to ensure that this confidentiality provision is also observed by the party's staff or hired contractors.
The confidentiality provision applies without limitation in time.
12. Early Termination
If no other period is specified on the agreement, all agreements for support, operation or licences are valid for 12 months from the first invoice.
If the party materially breaches the provisions of this Agreement and fails to remedy the breach within three (3) weeks of the request, the non-breaching party shall have the right to terminate this Agreement with immediate effect.
The party also has the right to terminate the agreement immediately if the other party is declared bankrupt, begins settlement negotiations, is subject to company restructuring or for any other reason can be considered insolvent.
Linserv always has the right to terminate the agreement and or shut down the Service in the event of a delay of more than two (2) weeks with payment of the invoice.
13. Effect of termination of the agreement
Upon termination of the agreement, Linserv shall return to the Customer the equipment, software and information belonging to the Customer.
Upon termination of the agreement, the Customer shall return to the Customer the equipment, software and information belonging to Linserv.
Linserv also undertakes, upon the termination of the agreement, to assist the Customer to a reasonable extent in the transfer of services, equipment and information to another party designated by the Customer, whereby Linserv shall however be entitled to compensation for its work in this part according to Linserv's price list in effect at any time.
Upon termination of the agreement, the Customer shall further have the right to, where this can be done with regard to third parties, take over such equipment, software, leasing agreements, etc. that Linserv has acquired within the scope of the Service solely on behalf of the Customer.
The customer does not, without Linserv's prior written consent, have any right to assign, grant or in any other way transfer its rights or obligations under this Agreement to any other party, organisation or person.
15. Engagement of subcontractors
Linserv has the right to hire subcontractors to fulfil its obligations according to the agreement.
Notices which as defined in this Agreement as required in writing, must be sent by registered letter to the party's address, as stated in the preamble to this Agreement. The notice shall be deemed to have reached the party not more than five (5) days after it was sent.
Notifications of planned service interruptions or system maintenance must be communicated by e-mail to the contact person appointed by the Customer.
Disputes due to the interpretation and application of this Agreement and the related legal relationship shall be settled by a Swedish general court and tried according to Swedish law.