This agreement pertains to the delivery of Alarm Monitoring 24/7 for IWMAC's solutions, hereinafter referred to as the "Service."
2. PARTIES' GENERAL RESPONSIBILITIES
2.1 SUPPLIER'S RESPONSIBILITY
The Supplier is responsible for ensuring that the service level and the service provided comply with this agreement. For services where explicit service level requirements are not specified, the service level shall correspond to what can be expected from a generally good similar service in the market.
The Supplier undertakes to perform the Service in a professional and skilled manner with employees who are qualified and competent for the purpose.
The agreement entails that the Supplier commits to providing a 24/7 monitoring service for the agreed scope and following up triggered alarms; including investigating the cause, evaluating measures, and if necessary, contacting the customer and/or the customer's service personnel according to the duty roster. The Supplier assesses whether the alarm is critical and recommends action, or if the matter can wait until the next working day.
Alarms that are triggered disproportionately often, components causing subsequent errors, or other technical faults that need to be rectified, may be deactivated by the Supplier until the issue is rectified by the Customer. The Customer will be notified immediately when such an issue arises.
The Supplier cannot be held liable if the Customer/emergency alarm receivers are not available when needed. The Supplier also cannot be held responsible if the systems from power, telephone, internet providers, or similar are out of operation.
2.2 CUSTOMER'S RESPONSIBILITY
The Customer agrees to keep the duty roster updated.
Furthermore, the Customer is obliged to inform the Supplier of any changes/work/service ongoing or completed at the relevant facility that may have or could have an impact on the Supplier's performance of the service. This includes notification of blocked alarms that have been rectified.
3. CONSIDERATION AND PAYMENT TERMS
Unless otherwise stated, all prices are in Norwegian Kroner and exclusive of value-added tax but inclusive of customs and any other applicable taxes.
The Supplier has the right to conduct an audit of the Customer's service usage to verify that the payment made is in accordance with the agreement concerning scope (number of systems, etc.).
3.2 INVOICING PERIOD AND PAYMENT TERMS
The agreement is invoiced in advance every 6 months unless otherwise agreed. Payment terms are net 14 (fourteen) calendar days, first time no earlier than fourteen (14) calendar days after the delivery date.
3.3 DELAY INTEREST
If the Customer does not pay on the agreed time, the Supplier is entitled to interest on the amount due for payment, according to the Act of 17 December 1976 no. 100 on interest on overdue payments, etc. (the delay interest act).
3.4 DEFAULT OF PAYMENT
If the due undisputed consideration, together with accrued interest for delay, is not paid within 30 (thirty) calendar days from written reminder, the Supplier can terminate the agreement with immediate effect.
Termination cannot occur if the Customer settles the due consideration with accrued interest for delay within the deadline.
3.5 PRICE ADJUSTMENTS
Suppliers reserve the right to adjust the prices of the agreement. Information about price changes will normally be provided on the supplier's website and typically occurs in January each year. The basis for price changes will be changes in the general cost level, extended functionality, other upgrades in the product or service, and changes in currency exchange rates affecting the delivery.
The Customer is aware that any changes to the facility may have consequences on the service price.
4. DURATION, CANCELLATION, AND TERMINATION
Unless otherwise agreed, the Agreement comes into force on the date it is signed by the parties and the Supplier has confirmed in writing that the service has been initiated.
The duration of the agreement is a minimum of 3 (three) months, calculated from the delivery date, then the agreement automatically renews, unless terminated in writing with 3 (three) months' notice effective from the 1st (first) of the following month.
4.2 TERMINATION OF THE AGREEMENT
The parties can wholly or partially cancel the service under this agreement with 3 (three) months' written notice.
Upon cancellation, the Customer shall pay the consideration for the remaining contract period.
The termination period lasts from the 1st (first) of the month following the notice of termination, cancellation, or rescission, and for 1 (one) month until the agreement ceases. The service shall remain fully operational during the termination period, regardless of the reason for termination.
5. INFORMATION SECURITY AND DATA PRIVACY
Handling of information security and personal data is regulated in the applicable Data Processor Agreement between the Data Controller and the Data Processor.
5.1 PARTIES' RIGHTS
This agreement does not alter the intellectual property rights, disposals, or ownership rights the parties had before the agreement and retain during the implementation of the agreement. Access to the service includes all the powers necessary to use the service in accordance with the agreement's purpose. Unless otherwise specifically agreed, no intellectual property rights are transferred to the Customer. The Customer does not have exclusive access to the service unless specifically agreed otherwise.
6. BREACH AND SANCTIONS
6.1 SUPPLIER'S BREACH
There is a breach by the Supplier if the service does not comply with the functions, requirements, or deadlines agreed upon in this agreement.
However, there is no breach if the situation is due to the Customer's circumstances or force majeure, or if the situation is covered by the limitations of liability regarding third-party deliveries.
The Customer shall notify in writing within a reasonable time after the breach is discovered or should have been discovered.
6.1.1 Duty to Notify
If the Supplier cannot fulfill its obligations as agreed, the Supplier shall, as soon as possible, provide the Customer with written notice of this. The notice shall specify the cause of the problem and, if possible, indicate when the service can be provided. The same applies if further delays are expected after the initial notice has been given.
6.2 BREACH SANCTIONS
6.2.1 Remedy and Price Reduction
In the event of a breach by the Supplier, it is the Supplier's responsibility to remedy the error in such a way that the service complies with what was agreed. The error shall be remedied as soon as possible.
If, despite repeated attempts, the Supplier fails to remedy the deficient service, the Customer may demand a proportionate price reduction.
6.2.2 Withholding of Services
In case of a breach by the Supplier, the Customer may withhold payment but not more than what is necessary to secure the Customer's claims arising from the breach.
If there is a material breach by the Supplier, the Customer, after giving the Supplier written notice and a reasonable deadline to rectify the situation, may terminate the agreement with immediate effect.
6.2.4 Limitation of Liability
Indirect loss cannot be claimed. Indirect loss includes, but is not limited to, lost profits of any kind, lost savings, loss of data, and claims from third parties, except for imposed liability for defects.
The Supplier is liable for internal errors and negligence leading to the Customer not being notified according to 2.1 and resulting in loss for the Customer. The Supplier's liability under the provisions of this agreement is limited to the documented direct loss for the Customer, limited to a maximum of 10 million NOK per damage event.
6.3 CUSTOMER'S BREACH AND BREACH SANCTIONS
6.3.1 Breach and Complaint
There is a breach by the Customer if the Customer does not fulfill its obligations under the agreement.
In case of payment default by the Customer, refer to section 3.4.
However, there is no breach if the situation is due to the Supplier's circumstances or force majeure.
6.3.2 Duty to Notify
If the Customer cannot fulfill its obligations as agreed, the Customer shall, as soon as possible, give the Supplier written notice of this. The notice shall specify the cause of the problem and, if possible, indicate when the performance can be delivered. The same applies if further delays are expected after the notice has been given.
If there is a material breach by the Customer, the Supplier, after giving the Customer written notice and a reasonable deadline to rectify the situation, may terminate the agreement with immediate effect.
7. FORCE MAJEURE
If an extraordinary situation occurs, making it impossible to fulfill obligations under this agreement, and which under Norwegian law qualifies as force majeure, the other party shall be notified as soon as possible. The obligations of the affected party shall be suspended for the duration of the extraordinary situation. The counterparty's performance is also suspended during the same period.
In force majeure situations, the counterparty can only terminate the agreement with the affected party's consent or if the situation lasts or is expected to last longer than 90 (ninety) calendar days, calculated from the time the situation occurs. Termination can only occur with 15 (fifteen) calendar days' notice. Each party bears its own costs related to the termination of the contractual relationship. The Customer shall pay the agreed price for the part of the service that was contractually delivered before the agreement was terminated. The parties cannot assert other claims against each other as a result of the termination of the agreement under this provision.
In connection with force majeure situations, the parties have a mutual duty to inform each other of all circumstances that are likely to be significant to the other party. Such information shall be provided as soon as possible.
8. OTHER PROVISIONS
8.1 TRANSFER OF RIGHTS AND OBLIGATIONS
The Customer can only transfer its rights and obligations under the agreement with the written consent of the Supplier. The Supplier may transfer its rights and obligations under the agreement if the Supplier is divided into several companies, the transfer is made to a subsidiary, another company in the same group, or if the Supplier merges with another company.
The right to consideration under this agreement can be freely transferred but does not exempt the Supplier from obligations and liabilities the Supplier has under this agreement.
Information that the parties become aware of in connection with the agreement and the implementation of the agreement shall be treated confidentially and not made available to outsiders without the other party's consent.
The confidentiality obligation does not prevent the information from being used when no legitimate interest requires it to be kept secret, such as when it is generally known or generally available elsewhere.
The parties shall take necessary precautions to ensure that unauthorized persons do not have access to or can become aware of confidential information.
The confidentiality obligation applies to the parties' employees, subcontractors, and third parties acting on behalf of the parties in connection with the implementation of the agreement. The parties can only transfer confidential information to such subcontractors and third parties to the extent necessary for the implementation of the agreement, provided that they are subject to confidentiality obligations corresponding to this section.
The confidentiality obligation does not prevent the parties from using the experience and expertise gained in connection with the implementation of the agreement.
The confidentiality obligation continues after the agreement has terminated. Employees or others who leave their service with one of the parties shall be subject to confidentiality even after leaving office for matters mentioned above. The confidentiality obligation expires 5 (five) years after the delivery date unless otherwise provided by law or regulation.
8.3 WRITTEN FORM
All notices, claims, or other communications regarding this agreement shall be in writing and addressed to the electronic address specified on the 3rd (third) page of the agreement, unless the parties have agreed otherwise for the specific type of communication.
9.1 CHOICE OF LAW
The rights and obligations of the parties under this agreement are entirely governed by Norwegian law.
9.2 NEGOTIATIONS AND MEDIATION
If a disagreement arises between the parties regarding the interpretation or legal effects of the agreement, the parties shall first attempt to resolve it through negotiations and/or mediation.
9.3 JUDICIAL OR ARBITRATION PROCEEDINGS
If a dispute is not resolved through negotiations or mediation, either party may demand that the dispute be finally settled by the local courts. The Supplier's venue is the legal venue.
Alternatively, the parties may agree to settle the dispute finally through arbitration.