Terms and Conditions
Last edited on January 14, 2022
InXight AS (hereinafter InXight ) is a limited liability company, governed by Norwegian law, with its registered office at Martin Linges vei 25, 1364 Fornebu, Norway.
The Orchestrator Platform, Strategy Orchestrator, Innovation Orchestrator, Compliance Orchestrator and Oxon are Services offered by InXight.
The Client, having been made aware of the potential, purpose, functions, standard features and operating procedures of the SaaS service identified in the quote, and having had the opportunity (and the necessary time) to request that InXight present the Software in detail, has decided to make use of it thereof. The Client acknowledges receipt of all the necessary information and advice to enable it to assess InXight’s proposal and confirm that the Software meets its needs.
It is for the Client to ensure that:
The software meets its needs, on the basis of the information provided in the documentation supplied to it.
- It has the necessary expertise to access the Services and use the Software.
- It has sufficient bandwidth and network access to access the Software in line with the requirements of InXight.
It is for the Client to verify, in accordance with standard professional practices, the results obtained using the Software.
The purpose of these TOU is to set forth the Parties’ rights and obligations in relation to accessing the Services and/or using the Software. Access to the Services and/or use of the Software implies knowledge of these TOU and constitutes irrevocable and unreserved acceptance hereof.
“Administrator” means a person with authorized access to administrative functions who is appointed by the Client from among its Users to be responsible for authorization and access management in connection with the Software.
“Anomaly” means, according to the maintenance service subscription, a software malfunction that InXight can reproduce and that prevents the Software from being used as provided in the Documentation.
“Client” means a natural or legal person who enters into an Agreement with InXight to access the Services and/or use the Software.
“Contract” means these TOU, their addendum concerning GDPR, the quote and its accompanying documentation.
“Agreement” means these TOU, the quote and any future supplements thereto.
“Purpose” means the purpose for which the Software was designed.
“Documentation” means the user manuals, features guide, and operating instructions for the Software. The Documentation is available in electronic form in the English language. All other documentation, including any commercial documentation and training materials, is excluded from the scope of this Agreement.
“Malfunction” means any difficulty in accessing the Operating Platform that InXight detects.
“Operating Platform” means the hardware, Software, operating system, database, and environment provided by InXight for use of the Software.
“Software” means all the features of one or more standard programs and the corresponding Documentation, designed to be made available to multiple users for the same use.
For the purposes of these TOU, Software means:
- The standard version provided by InXight when signing the quote, excluding personalization or specific developments;
- Any subsequent updates.
“Services” means the services provided by InXight in relation to the Agreement.
“User” means a user authorized by the Administrator to access the Software in accordance with this Agreement.
The purpose of these TOU is to set forth the terms and conditions of accessing the Services, as well as those relating to corrective maintenance of the Software during the subscription term and support for trained Administrators.
3. ENTRY INTO FORCE – TERM – RENEWAL
The Agreement will be in effect for a period of one (1) year from this date. The Agreement will automatically be renewed for successive twelve (12) month periods on each anniversary date, unless one of the Parties terminates it by sending written confirmation by email to email@example.com or letter to InXight AS, Martin Linges vei 25, 1364 Fornebu, Norway, no less than three (3) months before expiry of the term in progress (hereinafter, the “Term”).
4. TERMS AND CONDITIONS OF SOFTWARE ACCESS
The Software can be accessed through the internet. The Client shall be solely responsible for their internet connection and liable for any charges associated therewith, including telecommunications fees.
The number of Authorised Users will be equal to the number of subscribers identified on the quote. Each User will have his or her own username and password. The Administrator shall be responsible for access management, including:
- Creation of User accounts and corresponding usernames (up to the number of Users provided in the Agreement);
- Removal and modification of usernames;
- Management of security rules and access rights for each User.
5. OPERATION AND USE OF THE SOFTWARE
Access to the Services for each User:
Because the Client determines who may access the Software, InXight may not be held liable for any loss or damage resulting from access to the Software by a User or by a third party not designated by the Client.
The Client undertakes, in its own name and in the name of and on behalf of the Users it will designate, to notify InXight immediately of any use of the Software access codes that it considers fraudulent.
InXight undertakes to ensure the serenity, continuity, and quality of the Services in keeping with the provisions of this Agreement.
In the event of any interruption of Services caused by failure of equipment belonging to InXight, InXight undertakes to use all available means to restore the Services as soon as possible.
InXight reserves the right to temporarily interrupt all or part of the Services for technical reasons by providing four (4) calendar days’ notice thereof. Where possible, scheduled interruptions will be programmed to take place outside business hours (9:00 am to 6:00 pm, Oslo time). In no case may an interruption exceed four (4) consecutive hours during business hours. Routine operations and maintenance procedures (backups, software updates) generally do not require any interruption of the Services.
The InXight equipment is designed to operate twenty-four hours a day, seven days a week (24/7).
InXight reserves the right to change the Software features at any time.
In keeping with the rules of physical and logical security in effect on the date on which the quote was signed, InXight shall ensure protection of the entirety of the Operating Platform, including output data, processing operations, transmissions, and backups carried out on the Operating Platform. The aforementioned security rules are available from InXight upon request.
6. SOFTWARE USAGE RIGHTS
InXight grants the Client the right to use the Software throughout the Agreement Term.
The Client agrees to use the Software in accordance with the provisions of this Agreement and with the requirements and instructions for use, security, and operation set forth in the Documentation provided to the Client. The Client shall use the Software for its intended purpose, solely for the Client’s own needs, and in keeping with the indicated number of Users.
The Client undertakes to request a supplementary quote from InXight if they need to create more User accounts than the number provided in the Agreement. Should InXight discover that the maximum number of Users as provided in the Agreement has been exceeded; the Client shall automatically become liable to InXight for an extra charge at the rate in effect at such time.
The Software is protected by the provisions of the Intellectual Property Code on copyright as well as international treaties on the subject. The Client acknowledges that it must handle the Software as it would any other item subject to copyright.
In particular, it is prohibited for the Client:
- To use the Software or Documentation in any way whatsoever for the purposes of designing, producing, distributing, or marketing a Software or a similar, equivalent, or substitution Software;
- To directly or indirectly make the Software or the Documentation available to a third party, including by rental, sale, loan, or free of charge, or to entrust it to any provider whatsoever for the purposes of outsourcing, without InXight’s prior written agreement;
- To use the Software for any operation not authorized by InXight.
7. INTELLECTUAL PROPERTY
InXight declares that it holds all the necessary rights for entering into this Agreement.
The usage rights that InXight grants the Client under this Agreement do not include any transfer of intellectual property to the Client.
Accordingly, the Client shall refrain from any act, which may have the purpose or effect of directly or indirectly affecting the rights of InXight on the Software, which is protected by the Code of Intellectual Property.
8. INFRINGEMENT WARRANTY
In the event of any claim that the Software infringes upon an intellectual property right, InXight may, at its choice and expense, replace or modify all or any part of the Software or obtain a license to enable the Client to use the Software, provided that the Client has complied with the following conditions:
- the Client has accepted and performed all of its obligations under the Agreement and its payments are up to date;
- the Client notified InXight of the infringement action or the declaration that proceeded it within a period of eight (8) days, by registered mail with proof of delivery;
- InXight is able to assume sole control of the defense of its own interests and those of the Client, which necessitates that the Client collaborates loyally with InXight by providing all necessary information and assistance for properly carrying out such a defense.
If none of these measures would be reasonably possible, InXight may unilaterally decide to terminate the Agreement and, in that case, shall compensate the Client by reimbursing the payments made over the last twelve (12) months preceding the Notice of Termination.
This section sets forth the entirety of the liability assumed by InXight in respect of infringement by the Software or any other product or Service provided by InXight.
9. SUPPORT – MAINTENANCE – TECHNICAL SUPPORT
Throughout the Agreement Term, corrective and technical updates to the Operating Platform will be provided and installed for the Client. InXight shall also provide the Client with support and maintenance services for the Software (hereinafter, the “Services”).
As part of this Agreement, InXight shall make a team of support consultants available to the Client to provide technical and operational support for the Software.
With the exception of holidays and exceptional days of closure for InXight, and excluding cases of force majeure as defined herein, the support team’s hours are from 9:00 am to 5.00pm Monday to Friday. InXight reserves the right to vary these times and shall notify the Client of any new support hours by the means of its choice.
The Services are limited to:
- Access to support via mail for assistance given to the trained administrator in using the Software or for handling Anomalies only. The number of mails is not limited.
- Updating the Software subject to the provisions of this Section;
InXight shall unilaterally determine the need for an update in accordance with legal or technological developments;
InXight shall install Updates directly on the Software, and updates may, as the case may:
o Correct Anomalies, and/or
o Improve existing features.
The following is expressly excluded from the Services provided by InXight under this Agreement:
- Use of the Software that is not in compliance with the Documentation, usage guidelines, or Purpose of the Software, and any abnormal use whatsoever (including negligence, operator error, accident, etc.);
- Any work or supplies not expressly mentioned in this Agreement, including telephone training for the Client’s employees;
- Any compatibility issues between the Software and any of the Client’s equipment, or any failure of such equipment;
- Provision of a telecommunications network allowing access to the Software;
- Any compatibility issues between the Software and the telecommunications networks;
- Any failure of a component of the Client’s software environment (operating system, other software or Software, network operating systems/networks, etc.);
- Any general non-compliance by the Client with its obligations under this Agreement or under any other Agreement entered into with InXight.
10. ADDITIONAL SERVICES
This Agreement does not cover any additional services recommended by InXight or requested by the Client to meet its specific needs. As such, advisory services, training, and consulting, for example, will be subject to a separate Agreement between the Client and InXight.
Likewise, support for users other than the administrator will be subject to a separate agreement between the Client and InXight.
To enable provision of the Services, the Client agrees, inter alia:
- To refer to the Documentation before each support request;
- To make available to InXight any necessary information that InXight may request to understand and resolve Anomalies;
- To designate a competent representative from among its members to be in charge of handling Anomalies, and to ensure that this person is available during any InXight intervention;
- To facilitate access for InXight personnel to all its equipment where necessary, to provide InXight personnel with open access to the premises, and to inform InXight of the appropriate resource person;
- To install and administer its equipment and applications that are not provided by InXight, as well as its networks.
The initial fee that the Client will pay to access the Services will be determined in the quote on the basis of the number of Users that the Client designates, and the options chosen mutually as part of this Agreement.
Upon each renewal of the Agreement, InXight shall review the amount of the annual fee by applying the rate of inflation of by applying the Services Producer
Prices may also vary with changing economic circumstances. InXight shall notify the Client of any pricing change by post or email not less than four (4) weeks prior to application thereof.
13. PAYMENT TERMS
For licenses bought using the InXight SaaS Service Order Form, the invoice will be issued quarterly or annually in advance, and are due no later than 30 days from the date of invoice by bank transfer. First invoice will be issued on the effective date of the signed SaaS Server Order Form.
The license fee and all other payment amounts herein are indicated excluding VAT, customs duties, withholding taxes, or any other applicable taxes, which are at the Client’s expense. If any withholding tax, customs duties, or import taxes apply, the Client shall pay these taxes to the appropriate tax authorities and shall voluntarily provide InXight with proof thereof.
In addition, and without prejudice to InXight’s right to seek damages by any means offered by law or to terminate the Agreement, if the outstanding payment has not been made within thirty (30) days of the due date and where a notice to remedy has remained without effect, InXight reserves the right to suspend its obligations under this Agreement, including by suspending access to the Software, until full payment of the principal, penalties, Service restoration charges, and interest charges has been received.
The Client will be charged Service restoration fees calculated on the basis of the rate in effect at the time of such restoration. As a guide, the Service restoration fees are currently in the form of a flat fee of eight hundred Euros (EUR800) excluding VAT. Suspension of the Services does not affect the monthly fees owed for that period. The Services will resume as soon as the reason for suspension thereof has been remedied, with no extension to the period underway at that time.
No compensation may be made without InXight’s prior written agreement.
14.1. Termination by the Client
Should the Client wish to terminate all or part of the Services, InXight reserves the right to charge the Client for costs relating to interruption of the Services, migration, and/or data recovery. The fee schedule of such costs, as amended from time to time at InXight’s discretion, is available upon request.
14.2. Termination for breach
In the event that a Party breaches a material obligation of this Agreement and does not remedy it within thirty (30) calendar days from the date on which the first notice of the breach and the associated risk of termination was sent in writing to the address indicated by that Party, the other Party may terminate the Agreement by sending a registered letter with proof of delivery, without prejudice to the damages that the non-breaching Party may claim under the Agreement (hereinafter, the “Notice of Termination”).
Termination will take effect on the date when the Notice of Termination is received, at which time all Client access to the Services will be suspended immediately.
Termination or the end of this Agreement for any reason whatsoever will not give rise to reimbursement of any amounts received byInXight.
15. BACKUP OF CLIENT DATA AFTER TERMINATION
In the event that the Client or InXight terminate this Agreement for any reason whatsoever, the Client may request that its data be backed up on a storage device of InXight’s choosing or sent by email. The backup will be carried out within the time limits and at the rates in effect for this service, except if the Agreement is terminated due solely to InXight’s failure to ensure the proper functioning of the Services.
At the Client’s express request, InXight undertakes to clear and remove from its system all data belonging to the Client. Such removal will take place within 10 days of the Client’s request.
If the Client does not make an express request to this effect within one month of termination, InXight will be free to erase the data if and when it chooses, without notice to the Client.
16.1. Client’s Liability
The Client and the User undertake to abide by the regulations on intellectual property, protection of personal information, and privacy and to comply with all regulations in force.
The Parties acknowledge that the Client alone has the ability to control and see the information transmitted over the Operating Platform.
The Client warrants that it holds all usage and distribution rights in the territory for all information and data to be hosted by InXight and that it is solely liable for the consequences of making such information and data publicly available.
The Client may not include any illegal items in the data hosted by InXight, including, for example, any defamatory or racist content, or any undisclosed personal information.
In the event that a judicial authority finds a breach or issues an injunction to remove objectionable content, InXight may take any necessary measures to remove such content or to prevent access thereto without the Client’s prior consent. In such a case, InXight must simply inform the Client, before or after. InXight shall inform the Client immediately if it receives any informal complaint or formal notice from a third party that the content is illegal or causing it harm.
If it appears to InXight that data hosted on behalf of the Client is clearly illegal, InXight may take all necessary measures to remove access or prevent access to the contentious content and will inform the Client thereof.
The suspension or interruption of access to the content for the above reasons will not entitle the Client to any compensation from InXight.
Furthermore, the Client will be liable to InXight for full payment of the agreed-upon fees throughout the suspension or interruption period.
In all cases, the Client absolves InXight of any financial or other consequences of any remedy, legal action, and, a fortiori, any conviction to which InXight may be exposed for hosting illegal data for the Client as part of this Agreement.
16.2. InXight’s liability
Within the limits of the applicable law and regardless of the cause, InXight may not be held liable for any direct or indirect damage whatsoever (including commercial or financial harm or operating losses that could affect the Client or User, or any loss of data) that arises from an inability to access the Services or a use made of the Services. InXight’s liability cannot be engaged in the event of Force majeure or other events beyond its control.
InXight nonetheless undertakes to take all reasonable measures to ensure data integrity, including through:
- Systematic use of most recent versions of antivirus software;
- Disk mirroring (information is replicated in real time onto multiple hard disks to ensure that a failure of one disk does not interfere with the continuous availability of the Services);
- Daily backup of data;
- Regular testing of restore procedures.
InXight may not be held liable for any legal action brought against the Client or the User due to illegal use of the Software.
InXight is subject under this Agreement to an obligation of means and will not be held liable for any delay in the performance of the Services.
Furthermore, InXight’s liability may not be engaged in the event of a misapplication of operating advice provided by the support team, a failure to apply such advice, or an application of advice from a source other than InXight.
In no case may InXight be held liable toward third parties for any indirect harm, including operating losses, commercial losses, loss of goodwill, loss of orders, business disturbances of any kind, loss of profit, or damage to brand image.
Other than infringement actions, any legal action brought against the Client by a third party constitutes an indirect loss, and as such cannot give rise to compensation.
If a final decision of a competent court should find that InXight’s liability has been engaged in connection with this Agreement, any compensation that could be claimed against InXight would be expressly limited to the amount of the fees collected by InXight for provision of the Services for the six (6) month period that is underway at the time when the harm occurred.
The Parties expressly agree, and the Client accepts that the provisions of this Section will continue to apply even in the event of termination of this Agreement as evidenced by a final court decision.
These provisions establish the sharing of risk between InXight and the Client. The price reflects this risk sharing and the aforementioned limitation of liability.
The Client declares that it understands the nature and limitations of the internet, and acknowledges:
- That the technical dependability of internet data transmissions is relative. The heterogeneous networks over which data circulates have varying features and technical capacity and can become saturated at certain times of the day;
- That certain networks may rely on specific agreements and be subject to access restrictions that do not allow access to the Software.
- That the Software’s users may be located around the globe, and that the Software content can be reproduced, represented, or generally distributed without geographical limitation;
- That data transmitted over the internet is not protected against potential misappropriation and that the Client therefore shares any passwords, confidential codes, and any other sensitive information at its own risk;
- That making the Software content available to the Users can lead to unauthorized third-party corruption despite InXight’s provision of password-protected access.
18. TECHNICAL PROTECTION MEASURES
The Client understands and expressly agrees, subject to the applicable legal provisions, that:
- The Software provided by InXight may contain technical features (cookies or other) that allow the Client’s identifying information (IP address) to be sent to InXight via a web service, either automatically or at InXight’s initiative, when the Client is connected to the internet and using certain Software;
- InXight may use the information it obtains through such technical features to help combat counterfeiting by identifying and preventing potentially illegal or non-compliant use of the Software.
19. FORCE MAJEURE
Either Party will be fully released from liability if its partial or complete failure to perform the obligations to which it is bound is the result of a force majeure.
In cases of force majeure, performance of the Agreement will first be suspended, and the Parties shall meet to determine the terms of the potential continuation of their relationship.
If the event of force majeure lasts for more than one (1) month, the Agreement will be terminated automatically unless otherwise agreed by the Parties.
In addition to those usually upheld by the common law of the courts, the following are expressly deemed to be cases of force majeure or fortuitous events: interruption, disruption or congestion of the telecommunications network, poor quality electric current, transport or supply disruption for any reason, bad weather, epidemics, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, as well as legal or regulatory changes to business practices.
20. OTHER PROVISIONS
20.1. Changes to the TOU
InXight reserves the right to amend the TOU at any time. Any amendments will enter into force and apply to all Clients and Users as of the date on which InXight notifies the Administrator thereof.
All data belonging to the Client and managed by the Services is and remains the property of the Client. InXight undertakes to keep such data confidential and to refrain from making any copy thereof other than as technically required for backup purposes. InXight undertakes to refrain from using the data in any way other than for statistical purposes or to perform its obligations under this Agreement.
The Client undertakes to keep all documents, data, and information concerning the services provided by InXight under this Agreement strictly confidential.
The failure of either Party to prosecute a breach of any obligation of this Agreement may not be construed thereafter as a waiver of such obligation.
The Client may in no way assign, sub-license, sell, or transfer in any other way its rights under this Agreement without InXight’s prior written consent.
20.5. Whole agreement
This Agreement expresses the full obligations of both Parties.
In the event of a difference of interpretation between a heading and the clause to which it refers, the headings will be deemed to be non-existent.
No general or specific term or condition contained in the documents provided by the Client forms a part of this Agreement, nor may it contravene or change the scope hereof, with the exception of any additional Client orders accepted by InXight.
Except as specifically stipulated herein, the Agreement may only be modified by way of a written amendment duly signed by the persons authorized or mandated by the Client and InXight.
If one or more provisions of this Agreement are held or declared to be invalid under a law or regulation or following a final decision of a competent court, the other provisions will retain their full scope and effect and the Parties agree that they will cooperate to draft a similar provision that removes the invalid aspect of the previous one.
20.7. Commercial use
InXight may use the Client’s name and logo to promote the Software.
Strategy Orchestrator, Innovation Orchestrator, Compliance Orchestrator and Orchestrator Platform are trademarks belonging to InXight. The Client and the User agree not to use or distribute these in any way whatsoever without InXight’s express authorization.
To be valid, all notice must be given by registered mail with proof of delivery to the address indicated in this Agreement.
Without prejudice to any damages, the Client undertakes to refrain from hiring any InXight contributor during the Agreement Term and for a period of two (2) years from expiry of the final agreement.
20.11. Data protection and freedom
All personal information regarding the Client or the User that is gathered in the context of this Agreement is subject to the General Data Protection Regulation (EU) 2016/679 (“GDPR”) 2018 which is a regulation in EU law on data protection and privacy for all individuals within the European Union (EU) and the European Economic Area (EEA)
The Client may also request that such information not be provided to third parties by sending InXight an email to this effect.
The parties shall, on the date of this Agreement or prior to commencement of any services by the Supplier, enter into a data processing addendum in the form agreed by the parties (section titled Data Processing Addendum), with regard to the processing of personal data by the Supplier in the course of performing its obligations under this Agreement. When executed by the parties, the Data Processing Addendum will be deemed to form part of this.
20.12. Applicable law and jurisdiction
This Agreement shall be governed by and construed in accordance with Norwegian law and the parties hereto agree to submit to the exclusive jurisdiction of the Norwegian Courts.
In the event of a dispute and following an attempt to reach an amicable settlement, this Agreement is governed by the laws of Norway and the Customer and InXight both agree that the courts of Norway will be the only courts that can decide on legal disputes or claims about this Agreement.
ADDENDUM CONCERNING PROCESSING OF PERSONAL DATA
Last edited on January 14, 2022
The following document is an addendum to InXight’s General Terms and Conditions of Use and concerns the processing of personal data.
The clauses below cover the processing of personal data by InXight, acting as a subcontractor, in the name of their client, responsible for the processing of data, to provide services as set out in their contract.
Conforming to their contractual relationship, InXight and their client agree to respect the regulation in force applicable to the processing of personal data, namely regulation (UE) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and in force from 25th May 2018 (hereby referred to as “General Data Protection Regulation”, or “GDPR”)
2. DESCRIPTION OF PROCESSING AS A SUBCONTRACTOR
InXight is authorized to:
- Host on behalf of the client, designated as responsible for data processing, all personal data that they deem useful to collect, store and process for the duration of the contract
- Provide the client access to features within the software that allows them, by their own volition and taking full responsibility, to process the aforementioned data.
InXight undertakes to:
- Only process personal data on the explicit instruction of their client and to refrain from any and all data use or processing not authorized by written instruction by the client or detailed in their current contract, with particular reference to personal or commercial use of personal data sent or collected by the client or in the execution of the current contract.
- Only store personal data allowing the identification of individuals for the duration of the contract
- To provide all information to the client allowing them to satisfy a request for information on personal data held by InXight by the individual concerned within a period of 5 (five) working days, and to inform the client without delay of any request made directly.
InXight will take all necessary steps to maintain the integrity and confidentiality of the client’s personal data.
InXight undertakes to implement organizational and technical measures to ensure, in accordance with current legal and regulatory requirements, a level of security and confidentiality appropriate to the risks associated with the processing and storage of personal data.
In particular, InXight undertakes to:
- Store and process personal data separately from its own data and that of other clients or suppliers
- Protect personal data against unlawful destruction, accidental loss, modification, unauthorized disclosure or other unauthorized access
- Limit access to personal data to InXight personnel duly authorized, and only then when it is necessary to their professional role.
- Make available a list of all authorized persons upon request by the client.
Personal data processed in the execution of the Contract may not be disclosed to any third party outside of those mentioned in the contract, or as required by law or regulation.
InXight shall implement procedures ensuring that third parties, including sub-contractors, authorized by InXight to access personal data, shall respect and maintain confidentiality and security of aforementioned personal data.
To this end, InXight undertakes to charge their sub-contractor(s) with all necessary obligations to ensure the confidentiality, security and integrity of the data, and that the aforementioned data is not passed on or sold to third parties nor used for purposes other than those defined in the current Contract and is the guarantor of sub-contractor(s) concerning their respect for their obligations.
InXight must inform the Client of any and all requests for access or communication from any third party legal or regulatory authorities. Before any access or communication is provided, InXight must execute the necessary verifications of authority regarding the request, particularly concerning the Client.
At the conclusion of the Contract, InXight undertakes to, according to the Client’s instructions, return or destroy all personal data, processed or otherwise on behalf of the Client, by manual or automatic means. InXight must also return all data, files or manuals maintained for the client.
The Client reserves the right to request proof of said undertakings by InXight to ensure respect of any and all obligations.
This addendum will remain in effect following the expiration or cancellation of the Contract with the Client, regardless of reason.