1. General terms
This agreement provides the general terms for services provided by Secure Practice (the provider), to the customer, as an appendix to the service agreement, or to an authorized partner, as an appendix to the partner agreement in which any mention of customer should be understood as partner, and service agreement should be understood as partner agreement.
Service agreement is defined by a purchase order signed by the customer and provider, or a partner, or a web based registration performed by a customer representative through the provider's website, which specifies the selected service plan, pricing and billing cycle, with reference to this agreement.
If any special terms are stipulated in the service agreement, or a partner has been authorized by the provider to arrange special terms for the customer on basis of a partner agreement, any such terms shall have precedence over general terms in case of a conflict.
Provider reserves the right to change the terms in this agreement and referenced appendices, given that the customer has been notified about the change no less than 60 days in advance. Should the customer wish to reject such change, the customer shall have the right to terminate the service agreement with effect from the time when the change should have taken place. Changes in the service terms shall however not be imposed on a service agreement any sooner than the beginning of the customer's next billing cycle after the notification period has ended.
2. Software services
The service agreement grants the customer a non-exclusive, non-transferable right to use the provider's software services through subscription on a time limited basis.
Rights to use software services apply to the version of the service which the provider at any time has made available, on an «as-is» and «as-available» basis, and is not constrained to particular functionality apart from what has been committed in the service description appendix, which is hereby incorporated into this agreement.
The composition of available service plans and pricing may be changed by the provider from time to time. The pricing for existing service agreements shall however change no more often than once every calendar year, and only be index regulated with no greater increase than the Statistics Norway (SSB) wage index for the information and communication industry. Furthermore, prepaid service agreements shall not be affected by any such price increase until the beginning of the customer's next billing cycle.
Upon establishing the service agreement, the customer shall receive the required guidance, resources and access rights to take the services into use as soon as possible. The customer is however responsible for the installation and configuration of any service components which are maintained outside of the provider's control.
3. Customer’s obligations
Customer warrants to have validly entered into the service agreement, and is responsible for the conduct of its users and their compliance with the service terms.
Customer shall ensure that the required basis for processing personal data in place before transferring any such data to the provider in relation to using the services.
Customer shall ensure that the provider is at all times kept up to date on primary contacts for technical updates, payment requests, and data protection related matters.
Customer warrants that it will not use the services in a manner which violates a third party's intellectual property rights or proprietary rights, privacy or other rights, or for any other illegal purposes, and that the provider shall be held free from harm for any violation of this.
Customer is responsible for configuring the service as desired, including to maintain a correct number of licensed users for the purpose of correct billing, unless such configuration is agreed to be managed by an authorized partner.
4. Service level
Provider is responsible for the development, maintenance and operation of the services, ensuring they are made available with high quality in line with the entire service agreement, although it cannot be guaranteed that the service is completely error-free, and available without any interruption.
Provider nevertheless guarantees at least 99% uptime for subscribed service components within office hours (Monday through Friday, 08:00-16:00 CET), which is the service level agreement (SLA) period, during the course of one calendar month.
Provider shall ensure that any maintenance which is expected to cause service unavailability is scheduled either outside of the above SLA period, or notified within five days in advance to the customer. Service incidents shall in any case be communicated via a dedicated service status web page, and kept up to date until the incident has been resolved.
Provider shall offer customer support, primarily via self-service manuals and dedicated support web pages available to customer administrator users, and shall acknowledge support requests from the customer within 24 hours during office hours (Monday through Friday, 08:00-16:00 CET).
Provider shall handle support requests related to service errors within the provider's control by assessing severity and fixing critical issues as soon as possible. Similarly, suggestions for improvement shall always be welcome, although it shall be the provider's entire privilege to prioritize or potentially discard such requests at the discretion of balancing overall work effort. Other requests may be fulfilled as billable services, although billable work shall not be incurred before this has been agreed between the provider and customer.
5. Data protection
To fulfill the service agreement, the provider will process personal data on behalf of the customer, which is regulated by the data processing agreement appendix, which is hereby incorporated into this agreement as the standard DPA.
The standard DPA defines the customer as the controller and the provider as the processor, in line with definitions in applicable data protection legislation. If the service agreement is however owned by a partner who acts on its own as a processor on behalf of the customer, any references to the provider's role as processor in the standard DPA may instead be understood as sub-processor, and existing sub-processors as sub-sub-processors.
Information security requirements in the standard DPA section 5, the customer's right to audit the provider in the standard DPA section 7, as well as the notification of breach terms in the standard DPA section 8 shall also apply to the provider's processing of any other data on behalf of the customer under the service agreement.
6. Sub-providers
Provider reserves the right to use sub-providers for the delivery of services under the service agreement. Sub-providers may include, but is not limited to, digital infrastructure services such as storage and communication services, as well as information and system providers which expand functionality in services as included in the service agreement.
The DPA section 7 specifies in particular requirements to sub-providers who process the personal data under this agreement on the provider's behalf, i.e. sub-processors.
7. Billing and payments
Service charges are billed as a subscription with recurring payments, on basis of the number of licensed users, length of billing cycle, and other terms in the service agreement, plus any variable costs which may have incurred during the preceding billing cycle.
One license is required per physical individual who is enlisted in or authorized to use the services during the course of the following billing cycle, which must be provided no later than the day before a new billing cycle begins.
Unless otherwise agreed in writing, the service is billed in advance on the first day of a new billing cycle, based on the number of licensed users found in the service configuration at that point.
Service charges are billed in the same currency as specified in the service agreement's pricing, exclusive VAT, taxes or duties in any form, and shall be paid within 30 days of issue of an invoice.
If an invoice is more than 30 days overdue and not disputed, the provider may notify the customer that the service agreement can be terminated unless a settlement has been received within 30 days of such notice. In any case, the overdue balance will be subject to an interest at 1 per cent per month until finally settled.
8. Liability
Provider cannot be held liable for any loss, neither directly nor indirectly, as a consequence of the customer's use of the services, unless the loss is due to gross negligence, intention or malice from the provider.
In the case of service downtime which causes a breach of the agreed SLA, the customer may however request service credits in compensation which amounts to 1/20 of the monthly subscription fee for the service agreement per day affected by downtime during a given month.
Notwithstanding, the provider can under no circumstances be held liable beyond a maximum amount of the grand total for service charges paid over the course of the last 12 months.
9. Termination
The duration of the service agreement corresponds to the length of the agreed billing cycle, and is automatically renewed unless terminated by the customer no less than 30 days before the beginning of the next billing cycle.
Within effective termination of the service, the customer shall have an opportunity to obtain the information collected from the customer's use of the services, in a digital and primarily original or open format.
Provider reserves the right to cancel any service agreement upon 6 months' notice to the customer, given that the provider refunds to the customer any prepaid service charges beyond the date of effective termination.
Should the provider become subject to debt negotiations or bankruptcy, the customer may terminate the service agreement without further delay.
10. Force majeure
Neither of the parties shall be responsible for failure in performance of the service agreement due to causes beyond their control, including, but not limited to acts of God, labor disputes and actions of any government agency, and other force majeure events defined by applicable law, for the scope and duration of which such circumstances are relevant to the performance of this agreement.
11. Disputes
The entire service agreement including appendices are subject to the laws of Norway. The parties agree that any disputes that arise out of the service agreement shall be settled by the Trøndelag City Court, as exclusive legal venue.
Should any disagreement arise between the parties on the interpretation or legal effects of the service agreement, the parties shall however first aim to amicably solve the dispute through dialogue and/or negotiation. The parties may alternatively agree to finally settle the dispute through arbitration.