Content
1. Introduction
2. Licensee’s rights and obligations
3. Licensor’s rights and obligations
4. Prices and billing
5. Termination and suspension
6. Availability and support
7. Intellectual property rights
8. Privacy
9. Data processing
10. Discretion, loyalty and mutual duty of disclosure
11. Dispute resolution


1. INTRODUCTION

This agreement has been entered into by Handyhelp AS (hereafter referred to as the Licensor) and the customer (hereafter referred to as the Licensee). The terms of the agreement regulate access to and use of Handyhelp and associated services.
The terms describe Handyhelp’s obligations to you as the customer and end user of Handyhelp and your obligations as a customer of Handyhelp AS.

1.1. Contract formation

1.1.1.   By accepting this agreement, the Licensee confirms that they have read, understood and accepted the terms of the agreement.
1.1.2.   If they do not agree with the terms or do not have the requisite authorisation from their company to order and/or use Handyhelp, they must not order, use or accept the terms when they are presented.
1.1.3.   Upon acceptance a legally binding agreement is formed between the Licensee and the Licensor, valid from the moment the terms are accepted.
1.1.4.   The delivery is deemed to have been made once the Licensee has activated the programme by accepting the terms of the agreement.

1.2. Scope of the agreement

This agreement grants the Licensee a non-exclusive, non-transferable right of use to the services that have been activated. All services in Handyhelp are supplied as “Software as a Service” (SaaS), whereby the Licensee does not purchase a copy of the software on a physical medium but pays a subscription for the services, which will be provided over the internet.

All Handyhelp services are subject to the terms, including services, modules or functions added or ordered at a later date. The agreement does not cover products and/or services supplied by third parties where Handyhelp AS does not hold the rights to the software.

2. LICENSEE’S RIGHTS AND OBLIGATIONS

2.1.   Once the Licensee has entered into the agreement and accepted the terms, the Licensor will register them as a Licensee of Handyhelp and provide them with access to the services subject to the terms stated here. The Licensee may then create multiple user accounts and assign roles to their users.
2.2.   The Licensee must ensure that every user agrees to observe the prevailing terms and that all use of the services, ordering of services or acceptance of the terms by clicking “I accept” or similar when the terms are presented constitutes the user’s acceptance of the terms applicable to them. The Licensee accepts that they are fully responsible for any activity associated with the users as well as the users’ compliance with the terms. Handyhelp shall not be held liable for any consequences or damage that may occur as a result of unauthorised access to the Licensee’s user accounts.
2.3.   Only users with a valid licence may use the services. User licences are issued to individual, named users, primarily identified by a mobile number or an email address. All users must hold the necessary rights and authorisations to use the services on behalf of the Licensee. The Licensee accepts that users are authorised to give Handyhelp’s support staff access to the Licensee’s accounts when necessary in order to provide support or when requested by a user.
2.4.   User accounts, including administrators, are created and administered by the Licensee. User accounts may not be shared or used by more than one user, but the Licensee is free to create new accounts. Every user is responsible for the confidentiality and accuracy of the login and other account information. The Licensee and/or users must notify the Licensor immediately in the event of unauthorised use of usernames or passwords.
2.5.   The services are offered “as-is” as standardised services; the right of use does not depend on and is not linked to any particular version or functionality at a particular point in time but permits access to and use of the services as they are at any given time.
2.6.   The Licensor reserves the right to make changes to the general terms subject to 30 days’ notice. Continued use of the services is contingent upon acceptance of the terms, which requires the customer to click “I accept” or similar when the terms are displayed either in the service interface or in an email from Handyhelp. The Licensee is responsible for ensuring that correct email addresses are provided to the Licensor at all times. The Licensee’s non-acceptance of the terms will result in termination of the service.
2.7.   Additional terms or restrictions may apply to some of the services (including but not limited to restrictions on storage space or conditions relating to free trial periods), and online registration may be required (including but not limited to APIs or payment services). This will be specified in the service-specific terms for the service in question.
2.8.   The Licensee may not transfer all or parts of the licence for the services to a different entity (in the event of a merger, demerger, insolvency, change in ownership or control or associated companies or in some other way) without the Licensor’s written permission.
2.9. The Licensee retains ownership of their own data in the system. When terminating the subscription, the Licensee may export data via the export functions available in the solution.

3. LICENSOR’S RIGHTS AND OBLIGATIONS

3.1.   The Licensor commits to not disclosing to unauthorised parties information about the Licensee that the Licensor receives in connection with the formation of the agreement.
3.2.   The Licensor commits to storing the Licensee’s data in accordance with prevailing Norwegian law.
3.3.   The Licensor reserves the right to make changes to the services without informing the Licensee.
3.4.   The Licensor must communicate any price changes to the Licensee 3 months before the changes are due to come into effect.
3.5.   The Licensor shall not be held liable for any losses that the Licensee or a third party incurs directly or indirectly as a result of a fault with the product/service/documentation or incorrect use of the programme. This also applies in the event of both planned and unplanned service disruptions. Any compensation paid may not exceed the paid annual fee for the product or service in question.
3.6.   The Licensor also makes the proviso that its right to supply products to which third parties hold the copyright may be discontinued or change so that the Licensor is no longer able to make deliveries under this agreement. In no circumstance is the Licensor liable for losses resulting from such discontinuation or change.
3.7. The Licensor has the right to log and analyse usage patterns.

4. PRICES AND BILLING

4.1. Payment falls due 14 days after the invoice date. Late payments are subject to overdue interest and costs in accordance with the Overdue Payments Act. If the outstanding balance is not paid within 28 days after the due date, the debt will be submitted to a debt collection agency, and access to services under this agreement will be suspended until the invoice and costs have been paid. The reactivation fee is EUR 250.

5. TERMINATION AND SUSPENSION

5.1.   Subscriptions for individual services or modules may be cancelled at any time. Such cancellation will take effect at the end of the next calendar month.
5.2.   The Licensor may terminate the Licensee’s subscription with immediate effect if the Licensee is in breach of any of their obligations under the terms or if it becomes clear that the Licensee will breach the terms. By giving the Licensee prior notice, the Licensor may suspend the Licensee’s subscription if it suspects a breach of any of the Licensee’s obligations under the terms until such time as the issue is resolved.
5.3.   In no circumstance is the Licensor liable for any direct or indirect loss or damage (including loss of data or customers, production, turnover and profit or claims made by third parties resulting from a suspension, service disruption, faulty software or termination).
5.4.   When the services, including users and modules, are cancelled all data and copies of data will be deleted from the Licensor’s servers after 90 days. When the Licensee’s Handyhelp subscription is terminated in full, for whatever reason, the Licensor will allow the Licensee to export data via the export functions available in the solution. The Licensor will have no further obligations towards the Licensee in respect of storage or maintenance of data.
5.5.   Handyhelp reserves the right to discontinue any service in the event of force majeure by giving reasonable notice in the circumstances. If this should occur the Licensee is entitled to receive a proportionate refund for the part of the subscription pertaining to the affected service for the subscription period after the date the service was discontinued.

6. AVAILABILITY AND SUPPORT

6.1.   Handyhelp offers support on the features and use of the system as well as technical issues surrounding the use of APIs. Training, troubleshooting (not bugs), customisation and general advices do not form part of the support offered under this agreement and will require separate agreements case by case. In instances where a service is provided by a third party supplier and not covered by this agreement, any request for support must be addressed to that supplier.
6.2.   The Licensor must acquire the necessary hardware, infrastructure (including high-speed internet) and browser in order to access the internet and use the services. The Licensee is aware that service disruptions may therefore occur, although the Licensor is obliged to deliver the service with uptime and functionality of an excellent quality. The Licensor may use sub-contractors to operate and develop its services. The use of sub-contractors does not curtail the Licensor’s obligations or rights under this agreement.

7. INTELLECTUAL PROPERTY RIGHTS

7.1.   Handyhelp AS owns all the intellectual property rights to the services under this agreement. This includes copyright, patents, trademarks, brand names, designs and product designs, source code, databases, business plans and know-how, be they registered or nonregistered. All documentation, including manuals, user guides and other written electronic or non-electronic descriptions of how the services are set up and used (“Documentation”), is considered part of the services and subject to the same restrictions.
7.2.   When software from a third party is supplied by Handyhelp as part of or in connection with the services, that software is subject to this agreement unless separate and additional terms have been supplied with the software.

8. PRIVACY
8.1.   The Licensor will register information about each user and their use of the product primarily but not exclusively for the purposes of access control, statistical readings and analysis in order to improve the functionality of the service as well as for accounting and billing purposes. The information may also be used to provide information about relevant training and products offered by the Licensor.
8.2.   The Licensor stores the following information about its customers: information disclosed in connection with contract formation as well as subsequent information about services and products ordered by the Licensee. The information is used primarily but not exclusively to fulfil the agreement, including for billing and accounting purposes.
8.3.   The Licensor also registers and stores information about the Licensee, including personal data in connection with support requests. The information is stored primarily but not exclusively for reference purposes in order to provide the best possible service in the event of subsequent requests for support by the Licensee and the Licensee’s users.
8.4.   The Licensor will continue to store information about the Licensee after the agreement expires primarily but not exclusively with a view to renewing the licence agreement and distributing information about the Licensor’s products and services.

9. DATA PROCESSING

9.1.   Insofar as the system allows the Licensee and the Licensee’s users to store their own data with the Licensor, it means that the Licensor will act as a data processor when storing personal data on behalf of the Licensee.
9.2.   The Licensor hereby confirms that personal data stored by the Licensee in the system will not be processed more than is necessary to fulfil the agreement with the Licensee. The personal data must not be disclosed to third parties without the Licensee’s prior, written consent. However, the Licensor reserves the right to use sub-contractors for data storage. The same criteria for data storage will then apply to the Licensor’s sub-contractors.
9.3.   The Licensor must process all data in accordance with prevailing legislation.

10. DISCRETION, LOYALTY AND MUTUAL DUTY OF DISCLOSURE

All information exchanged between the parties during the negotiation, formation, implementation and termination of this agreement which is not in the public domain and which the other party may wish to keep confidential for business reasons shall be considered confidential information.
The parties commit to exercising discretion when dealing with competitors and other external parties to prevent confidential information being disclosed to said parties.
In particular, the parties must demonstrate caution and loyalty to each other so that they do not cause or help to cause competing products to be offered in markets where the product may not have the benefit of legal protections.

11. DISPUTE RESOLUTION

In the event of a dispute over this agreement, attempts must be made to settle the matter by negotiation. If the negotiations fail to reach a resolution within 14 days of one of the parties’ having requested them, the parties agree that the dispute should be settled in the ordinary courts and under the jurisdiction of Bergen District Court, Norway.