Terms of Service

DEFINITIONS

In these Terms of Service the following definitions shall apply. Terms may also be used in the plural, e.g. “Parties” or “Users”.

All terms marked with an (*) shall have the same meaning and interpretation as in applicable privacy legislation, and are referenced here for convenience.

TERMDEFINITION
  
AdmincontrolMeans the Admincontrol entity specified in the Order Confirmation, with which the Customer has entered into an agreement.
Breach*A breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Data transmitted, stored or otherwise Processed.
CustomerThe entity as defined in the Order Confirmation that has entered into an agreement with Admincontrol.
Customer DataData belonging to the Customer (or its Users) and  will be processed by the Software, such as uploaded documents and information.
DataA collective term for Customer Data, Personal Data, Sensitive Personal Data and Usage Data, including data sets, as applicable in context.
Data Controller*The entity that determines the purposes, conditions and means of the Processing of Personal Data.
Data Processor*The entity Processing Personal Data on behalf of the Data Controller.
Data Processing*Any operation or set of operations which is performed on the Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Data Subject*A natural person whose personal data is Processed by a Data Controller or Data Processor.
e-IDASRegulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC.
E-SigningThe functional package within the Software allowing electronic signing of documents.
Electronic SignatureMeans data in electronic form which is attached to or logically associated with other data in electronic form and which is used by the signatory to sign.
FeeThe fees due to Admincontrol from the Customer for the right of use for the Software.
Intellectual Property Rights or IPRMeans any patent, invention, design, copyright, database right, registered and unregistered trademarks, application to register any of the aforementioned rights, right of confidence and any other intellectual or industrial property right of any nature whatsoever in any part of the world.
Module/PackagesA functional package within the Software, such as E-Signing. Modules may have to be Ordered separately.
OrderAn order for the Software (including Users and Modules), including self-service ordering from within the Software.
Order ConfirmationA confirmation from Admincontrol specifying the Software (including Users and Modules) and Fees of the Customer’s Order, as well as identifying the Admincontrol entity with which the Customer is contracting, and any additional terms and conditions that apply for the particular Software the Customer has ordered.
PortalThe part of the Software which allows documents and data to be uploaded to a portal and made available in the portal to Users. The portal has been specially developed to streamline the Customer’s interaction and information flow, i.e. between the Customer’s Management and Users, including boards and related stakeholders/user groups, and to facilitate access and interaction between the Customer and Users.
PartyAdmincontrol or the Customer as defined in the Order Confirmation.
SoftwareSoftware applications and related services, such as data storage, from Admincontrol, including revisions, modifications, and upgrades.
Software DocumentationDocumentation describing Software features, functionality and configuration, such as manuals and help files.
Subscription PeriodThe time period for which the Fees grant the Customer a right of use the Software.
Personal Data*Any information relating to an identified or identifiable natural person (Data Subject).
Special  Categories of Personal Data* (Sensitive Personal Data)Any Personal Data related to: Racial or ethnic background Political opinions and affiliations Religious beliefs and other beliefs of a similar nature Trade union membership Mental and physical health, including sex life and sexual orientation Criminal convictions and offenses Genetic and biometric data
Third Party ComponentSoftware or IPR from a third party that is provided by Admincontrol as part of or in connection with the Software.
TOSMeans these Terms of Service.
Usage DataCertain data collected from and/ or generated from the Software and the use thereof as specified in 3.3 Usage Data.
UseAny and all actions performed on or with the Software by the Customer (including Users) or on its behalf, including the uploading of, entering into or sending or generating of Data.
UserA named individual user of the Software. Users may be employees of the Customer, or anyone granted a User account by the Customer, such as a consultant or accountant.
Visma groupMeans Visma AS and its subsidiaries.  

1. GENERAL TERMS

Admincontrol offers the Admincontrol Service, a subscription web based on-demand Portal (Software as a Service) for virtual data rooms and management board Portals. Admincontrol’s Software enables the  Customer’s documents to be uploaded into the Portal in order to be available for the Customer’s Users under fixed categories or through free text search, for information sharing between the Customer and their third parties who can be given a restricted access to  Admincontrol’s Software.

These TOS are standard terms that govern the access to and use of Admincontrol’s Software together with the Master Subscription Agreement (including other attachments).

In the case of any inconsistency between the Master Subscription Agreement and TOS, the Master Subscription Agreement shall prevail.

1.1               Order

1.1.1  

The Parties have entered into a binding agreement once the Customer has placed its Order and Admincontrol has submitted a signed version of the Master Subscription Agreement as further described below.

1.1.2    

The Customer places a legally binding Order with Admincontrol by signing or clicking “I accept” or similar on the Master Subscription Agreement and the TOS inside the Software, web-shop, confirmation email or other order form. Orders must be placed by individuals with the necessary administrative and purchasing rights on behalf of the Customer. If you do not agree with the Agreement, or do not have the necessary authority from your company, please do not place an Order, as doing so constitutes a binding legal action on behalf of your company.

A legally binding Agreement will be entered into if and when Admincontrol issues and forwards a finalised version of the Master Subscription Agreement signed by Admincontrol. The Subscription Period commences on the effective date of the Master Subscription Agreement and will be automatically renewed unless terminated in accordance with the Master Subscription  Agreement.

When ordering new Software, Admincontrol will amend the existing Master Subscription Agreement to include the new Software and issue an updated Master Subscription Agreement.

1.1.3  

The following information will appear in the Master Subscription Agreement, depending on the Order:

(a)     Which Software, including Users and Modules, the Customer has Ordered.

(b)     Fees for the Software Ordered, method of payment and invoice period.

(c)     The Subscription Period.

(d)     How the Customer can terminate its subscription to individual Software, and its Customer relationship with Admincontrol (including with which Admincontrol entity the Customer is contracting).

(e)     Any additional terms and information that may apply, such as information about Software-specific status-pages, or as agreed between the Parties cf. section 1.1.4.

Item (a), (b) and (c) will also appear on the invoice.

1.1.4  

Unless specifically agreed otherwise in writing between the Parties, the TOS and Master Subscription Agreement (including other attachments) constitute the entire Agreement between the Customer and Admincontrol regarding the Software. The purchase of other services from Admincontrol, such as training, implementation or customization, is not covered by the Agreement.

1.1.5  

Admincontrol may change the TOS at its discretion. The latest version of the TOS will always include the date of the last update and be available at this page. Certain changes in the TOS and/ or the Software, such as may be mandated by legislative changes, may require that the Customer re-accepts the TOS. Such changes will be notified minimum 30 days in advance. If the Customer does not accept changes, the Customer may terminate the Agreement cf. section 4.6.1, and request a pro-rated refund for any Fees paid in advance for the period after the termination date for the relevant Software.

1.2               Fees

1.2.1  

Fees for the Software and Admincontrol Services are according to the at all times applicable price lists from Admincontrol, as published online, in the Software or otherwise made available from Admincontrol. The Fees for a specific Order will appear in the Master Subscription Agreement. Certain Software may be offered free of charge if this is specified by Admincontrol.

1.2.2  

The monthly Fee is invoiced in advance. Any data above the included data volume in the Master Subscription Agreement is invoiced in arrears at the end of the monthly period, based on the actual data volume in the data room at the end of the subscription month period. The data volume is defined as the actual content in the data room, including the files in the deleted items folder which can be restored at any time. Any content that is permanently deleted from the deleted items folder is not included when calculating the data volume for invoicing purposes.

1.2.3  

Admincontrol will invoice the Customer in accordance with the Subscription Agreement. There is no refund for unused transactions, Users, Software or remaining days in Subscription Periods, unless the availability of the Software has been significantly restricted or reduced for reasons solely attributable to Admincontrol. In such cases, Admincontrol may at its discretion, and as the sole remedy for the Customer, offer a reasonable refund to the Customer for Fees accrued during the period of reduced availability.

1.2.4  

Fees are exclusive of all taxes, levies and duties.  Admincontrol will add value added tax (VAT) when applicable in accordance with Norwegian law.  The Customer is responsible for paying any VAT, and shall indemnify Admincontrol for any losses incurred as a result of failing to do so.

1.2.5  

Admincontrol reserves the right to change the Fees on 1 months’ notice where a subcontractor has increased its prices towards Admincontrol, and to increase the prices annually to account for general price- and cost increases without notification. All price changes are effective for new subscriptions or any renewed Subscription Period.

1.2.6  

In the event of non-payment or late payment of the Fees by the Customer, Admincontrol reserves the right to suspend the Customer’s access to the Software, and charge penalty interest up to the maximum rate permitted by law. Unpaid invoices will be sent to collection. If the situation is not resolved within a reasonable time, Admincontrol reserves the right to terminate the  Agreement, cf. section 4.6.2.

1.2.7  

Customer is not entitled to withhold, make any deductions or set-off any part of the Fees even if it subsequently disputed. If it is found that Admincontrol was not entitled to receive the amount or parts of the amount, Admincontrol must return the amount without any undue delay.

1.3               Notifications

1.3.1  

General notifications and information about the Software, such as information about new features, price changes or planned maintenance, will be delivered inside the Software, on the Software’s webpages, online community or by email.

1.3.2  

Notifications regarding the Customer’s Software, hereunder the finalised Master Subscription Agreement, or other information of particular importance, such as related to security or privacy, will be sent to the Customer’s primary contact email.

1.3.3  

The Customer is responsible for providing Admincontrol with up to date contact information, including a primary contact email.

1.3.4  

All notices are deemed notified when sent or posted by Admincontrol. All notices are effective immediately unless specified otherwise in the notice.

1.4               The Software

1.4.1  

Customer purchases a right to use the Software as it is made available online by Admincontrol and in accordance with the specifications and functionality for the Software  ordered and the regulations in the Agreement.

1.4.2  

Admincontrol will provide operational support free of charge, such as for login- or account problems or errors in the Software. Additional support, such as user training, may be purchased separately from Admincontrol.

1.4.3  

The Software and Admincontrol Service is provided on an “as is” basis as standard software. The Software is not contingent on or tied to any particular version or functionality at any particular point in time, nor any publications, materials or comments made by or on behalf of Admincontrol.

1.4.4  

Admincontrol reserves the right to make improvements, perform upgrades and maintenance, add, change or remove functionality, or correct any errors or omissions in any part of the Software at its sole discretion and without any obligation or liability accruing therefrom, provided that the Customer is given reasonable notice. This includes actions that leads to the service being temporarily unavailable to the Customer and its Users. Upgrades and maintenance work will if possible be conducted during weekends or late evening and in a manner which causes the least possible inconvenience for the Users. In the unlikely event such a modification disables or removes functionality which forms a material part of the Software permanently, or for a period of more than 2 months, the Customer is entitled to terminate its subscription for the affected Software, and to receive a pro-rated refund for any Fees paid in advance for the affected Software.

1.4.5  

Admincontrol reserves the right to discontinue any Software, or its availability in a particular market, on 12 months prior notice. The Customer shall be entitled to a pro-rata refund for any Fees paid in advance for any remaining Subscription Period. After the effective date of such discontinuation for the relevant Software, the Customer shall cease using the Software, and shall not be entitled to make any further claims against Admincontrol.

1.4.6  

Certain Software may be subject to additional terms or restrictions (such as limitation on storage space, number of users) or require registration on websites (for example for the use of a payment service). This is specified in the Master Subscription Agreement or within the Software.

Admincontrol will perform backup of all the data related to the Customer’s Use of Software including data uploaded to the Portal. Admincontrol does not assume any responsibility for data deleted by the Customer or Users themselves but will make every effort to recover the deleted data upon request from the Customer. Admincontrol may invoice the Customer separately for this recovery assistance based on time spent.

2. TRIAL CUSTOMER

2.1.

The Customer is granted a limited, non-exclusive, revocable and terminable right to access and Use the Software for which the Customer registered for a trial account, for a limited time-period, solely for purpose of evaluating the Software’s suitability the Customer’s internal business operations and in accordance with the TOS.

2.2.

The trial period starts from when the Customer accepts the TOS. The duration of trial periods may vary from Software to Software, and is indicated in the trial registration form.

2.3.

Any Customer Data processed using the Software during the trial, will be deleted from Visma’s systems after the expiration of the trial period, unless it is stated in the registration form that the Software supports that the data can be transferred to an ordinary customer account if the trial Customer should choose to purchase an ordinary right of use for the Software.

3. RIGHT OF USE

3.1               Customer

3.1.1  

The Customer is granted a limited, non-exclusive, revocable and terminable right to access and Use the Software and the Software Documentation, solely for the Customer’s internal business operations and in accordance with the Agreement.

3.1.2   The right of Use may not be transferred or assigned to any entity whatsoever, in whole or in part, under any circumstance (including but not restricted to mergers and demergers, bankruptcy, change of ownership or control or to affiliates) without prior written authorisation from Admincontrol  in each case, which shall not unreasonably be withheld.

3.1.3  

The Customer is solely responsible for all Use of the Software, including User actions and User administration, and access or integrations by third parties and Integrated Applications on its behalf or instruction.

3.1.4  

The Customer is obliged, at all times, to comply with national and international laws, rules and regulations regarding electronic storage of the documents. Admincontrol do not assume any liability for the Customer’s Breach of such obligations, including the Customer’s unlawful deleting of stored documents. 

3.1.5  

The Customer is solely responsible for the content and legality of the content the Customer distributes via Admincontrol, including that the content must comply with national and international laws, rules and regulations, and shall not transfer or process harmful code, data or similar (such as viruses) to or with the Software, nor Use the Software for unlawful or malicious purposes.

3.1.6  

Users are administered by, and are the responsibility of, the Customer. Users must have been granted the necessary rights from the Customer to Use the Software. All User accounts are for single named individuals. For clarification, the Customer may assign User accounts to third party individuals performing actions on behalf of and for the benefit of the Customer, such as the Customer’s auditor, consultant and similar.

3.1.7  

The Customer shall indemnify Admincontrol from all claims, costs and/or expenses resulting from claims, towards Admincontrol resulting from Customers’ Use of the Software.

3.1.8    

The Customer cannot under any circumstances attempt to modify, change, translate or disclose the application’s source code or parts of the code.

4.          PROCESSING OF PERSONAL DATA

4.1               Data Processing

The Customer and Admincontrol have entered into a Data Processing Agreement.

4.2               Usage Data

4.2.1  

Usage Data is certain data that is generated by usage of the Software that Admincontrol may use to protect Data and the Software, provide, market, develop and maintain the Software and related products and services as specified below. The Customer hereby grants Admincontrol a right to use any Usage Data that may be owned by the Customer as specified in this section 4.3. Usage Data is:

·     Details of your use of the Software, including but not limited to, traffic data, location data, browser version and details, weblogs and other communication data, and the resources that you may access;

·     Aggregated customer- or user- generated data such as session durations, number of logins, login duration, usage statistics, failed logins, password resets, and similar, and;

·     Non-aggregated customer- or user- generated data such as the context and content of support tickets, chatboxes, security logs, and similar.

4.2.2  

Personal Data: Where Usage Data contains Personal Data, such as an email or IP-address, Admincontrol shall process this Data in accordance with the data processing agreement.

4.2.3  

Admincontrol processes Usage Data solely for the following purposes:

(a)     Software and user experience improvement, for example by analysing aggregate usage patterns, enabling individual user preferences.

(b)     Marketing and displaying relevant information, for example for complimentary or value-adding Software, for not providing marketing for Software the Customer has already subscribed to, and providing relevant market updates or information.

(c)     Security and related purposes, for example by analysing session and login data (including in real-time), incident records and similar in order to prevent, investigate and document security issues and incidents (such as Breach, fraud and various forms of hacking), and improve the security of the Software.

(d)     Statistics and research, for example with regards to the amount of data going through our systems, including using aggregated and anonymous statistics in general marketing, and as value-adding Software or services, such as in-app market statistics relevant for the Customer.

(e)     Admincontrol may use and analyse Usage Data for compliance purposes against the TOS, for example logging when a Customer accepts the TOS.

(f)      Development and testing, for example by analysing aggregate usage patterns, providing data for developing new technologies, improve user experience, load testing new or updated Software, or technology feasibility.

Admincontrol may share Usage Data with other companies in the Visma group of companies and Partners, subject to the same terms and limitations as set forth herein.

4.3               Subcontractors

Admincontrol may use other Visma companies and third party subcontractors for the provision and development of the Software, hereunder processing of Personal Data, and/ or Usage Data. Admincontrol will always enter into a data processing agreement with subcontractors where these subcontractors process Personal Data as a “Sub-Processor”, in accordance with the data processing agreement.

5.          SUPPORTING TERMS

5.1               Confidentiality

5.1.1  

Each Party may in connection with this Agreement disclose or obtain Confidential Information from the other Party, in any form or media, including but not limited to trade secrets and other information related to the Software, products, software, technology, know-how, data, business plans and roadmaps, Customer Data, or other information that should reasonably be understood to be proprietary, confidential or competitively sensitive (“Confidential Information”.)

5.1.2  

The Parties shall hold all Confidential Information in confidence and take reasonable measures, at least as protective as those taken to protect its own confidential information but in no event less than reasonable care, to protect the other Party’s Confidential Information, and not disclose it to any third party, unless specifically authorised by the other Party to do so, or if required to do so under mandatory provisions of law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.

5.1.3  

Confidential Information does not include information that (a) the recipient can demonstrate was in the recipient’s possession or knowledge prior to entering into the Agreement, and which the recipient lawfully acquired; (b) is or becomes publicly available through no fault, action, omission or intervention of the recipient; (c) is received by the recipient from a third party without a duty of confidentiality (expressed or implied); or (d) is independently developed by the recipient without breach of the Agreement.

5.1.4  

Except as otherwise provided herein, Admincontrol will not sell, rent, lease or otherwise make Customer Data or Usage Data available to third parties except in the following or similar situations:

·     after receiving the written permission from the Customer (for example, by accepting the third party’s registration as a User);

·     to comply with any law, regulation or directive, or to respond to a legally binding request by governmental authorities or the police, such as a court order or warrant;

·     to investigate or prevent serious security threats or fraud;

·     in the event of a reorganisation, merger, sale or purchase of Admincontrol or part or whole of Admincontrol , Confidential Information may be disclosed as part of the reorganisation or merger to other companies in the Visma group, or to actual or prospective purchasers. Admincontrol will in all such cases ensure that any such parties observe the obligations set forth herein by a confidentiality agreement.

5.1.5  

Admincontrol may disclose Confidential Information to other companies in the Visma group, Partners or subcontractors to the extent necessary to provide the Software and fulfil its obligations under the Agreement.

5.1.6  

Admincontrol acknowledges that Admincontrol and those members of Admincontrol’s staff by virtue of having access to the Customer Data may be considered insiders pursuant to applicable securities law. The Customer shall inform Admincontrol in writing if Admincontrol and its employees have been put on an insider list. Admincontrol declares having understood, and shall ensure that Admincontrol’s employees understand, the implications of being an insider including but not limited to the potential criminal law consequences of misusing inside information.

Admincontrol shall ensure that all employees who have or may have access to the Customer Data are duly authorised and bound by a written declaration of confidentiality.

5.2               Intellectual Property Rights

5.2.1  

Admincontrol (or its licensors where applicable) is the sole owner of the Software and the Software Documentation and related  IPR in and to the Software, including but not limited to source code, binary code, compilation of data, databases and designs, whether registered or not, all documentation, specification and associated materials, and any IPR that arise out of or in connection with Admincontrol’s processing of Usage Data. The Software and IPR are protected by copyright and other laws. Trademarks, product names, company names or logos mentioned in the Software or in connection with the Software are the property of their respective owners.

5.2.2  

Where software or other IPR from a third party is provided by Admincontrol as part of or in connection with the Software (“Third Party Components”), such software or IPR is covered by the Agreement unless separate terms are supplied by Admincontrol. If there is conflict between the licensing terms of a Third Party Component and the Agreement, the licensing terms of the Third Party Component shall prevail for the Third Party Component. If the Third Party Component is open source, then under no circumstance shall the Software- except for the Third Party Component- be deemed to be open source or publicly available software. Where a Third Party Component requires that Admincontrol provides the terms of license and/ or source code for a Third Party Component, this is/will be available from the “About section” in the Software or Software Documentation.

5.2.3  

In the event of infringement of IPR, Admincontrol or its licensors may take all steps to protect its proprietary and commercial interests, including any remedy available by law.

5.2.4  

The Customer is the sole owner of the Customer Data, including any IPR in and to the Customer Data.

5.3               Warranty

5.3.1  

Admincontrol shall use commercially reasonable efforts to ensure that the Software will perform substantially as described in the Software Documentation during the Subscription Period, provided that it is properly configured (including the Customer’s choice of browser) and updated to a supported version. Supported versions may differ from Software to Software, and is available from the Software Documentation. The Customer and Admincontrol agree that the Software and delivery thereof will not be completely free of errors and that improving the Software is a continuous process.

5.3.2  

Admincontrol does not warrant that the Software will meet the Customer’s requirements, operate correctly with the Customer’s choice of equipment, systems or settings, setup, configuration, modifications, customisations, plugins or integrations not performed or controlled by Admincontrol. Admincontrol is not responsible for the internet, internet service providers nor the customer’s internet connection.

5.3.3  

If the Software does not function in accordance with the limited warranty specified in this section 4.3, Admincontrol shall correct confirmed errors or defects in the Software at its own expense. “Confirmed errors or defects” means errors or defects that are reproducible by Admincontrol and/ or confirmed through Admincontrol’s support channels, and which occur during the Subscription Period. Admincontrol may choose to change the Software or functionality instead of performing a correction.

5.3.4  

If the confirmed error or defect is of a material nature, meaning that the Customer’s ability to Use the Software is significantly reduced, and Admincontrol does not correct confirmed errors or defects or replace the Software within a reasonable period of time cf. section 4.3.3, the Customer may terminate the right of Use for the affected Software. In such a case, the Customer has the right to a pro-rata refund for any Fees for the remaining Subscription Period for the affected Software, starting from the month following verification by Admincontrol of the errors or defects.

5.3.5  

Except as expressly set forth herein, the Customer shall not be entitled to make any claims against Admincontrol.

5.3.6  

Except as expressly set forth herein, neither Admincontrol nor its licensors offer any warranty, expressed or implied, including without limitation warranties of title, non-infringement, merchantability, fitness for a particular purpose or system integration capability. Without limiting the foregoing, to the extent the Software includes an electronic signing Module, it is the responsibility of the Customer to ensure that such Electronic Signature is regarded as a valid signature for the documents in question.

5.3.7  

Links to websites not owned or controlled by Admincontrol that appear in the Software or associated webpages or documentation are provided for convenience only. Admincontrol is not responsible for such websites.

5.4               Liability

5.4.1  

Admincontrol is not responsible or liable for the Customer Data, including its content, ownership and legitimacy, nor for Use or other activities performed upon the Customer Data by the Customer or on behalf of the Customer, or otherwise outside the control of Admincontrol.

5.4.2  

If Admincontrol is held responsible for the payment of compensation through a court-approved settlement or court-ruling as a result of breach of any of the obligations specified in the Agreement, such compensation shall not under any circumstances include compensation for indirect or consequential losses or damages of any kind, including but not limited to any loss of Customer Data, production, revenue or profit or third party claims or governmental sanctions.

5.4.3  

Total, accumulated liability (including any refunds and compensations for direct losses and costs) during the Subscription Period for the Software is limited to the lesser of the Customer’s financial loss and the amount equaling 12 months’ Fees for the affected Software.

5.4.4  

The Parties shall not be liable for any delay or failure in performance arising out of or in connection with force majeure, including earthquake, riot, labour dispute, operations and legislation of and pertaining to the internet, and other events similarly outside the control of Admincontrol or the Customer. In the event of legislation, directives or regulations pertaining to the Software or its delivery being changed, or new legislation or directives being passed after the Software have been made available in the market, which prevents Admincontrol from fulfilling the instructions of the Customer or obligations under the Agreement, and/ or which requires the suspension of the Software, in whole or in part, for a time limited period or indefinitely, this shall be considered a force majeure event.

5.4.5  

Although Admincontrol will exercise due care in providing secure transmission of information between the Customer and the Software, the Customer acknowledges that the internet is an open system and that Admincontrol cannot and does not warrant or guarantee that third parties cannot or will not intercept or modify the Data. Admincontrol accepts no liability for such misuse, disclosure or Data loss.

5.4.6  

The limitations of Admincontrol’s liability, shall not apply in the event that Admincontrol has acted with gross negligence or willful misconduct. Admincontrol is however under no circumstances liable for the Customer’s indirect losses.

5.4.7  

The Parties agree that claims arising out of or in connection with the Agreement cannot, subject to statutory legislation, be brought forward if they are presented at a date subsequent to the one year anniversary of the termination of the Agreement, to the extent this is permitted under Norwegian Mandatory Law.

5.5               Indemnification

5.5.1  

Admincontrol shall defend the Customer against any claim or litigation where a third party claims that the Customer’s Use of the Software infringes the third party’s patent, copyright or other intellectual property right. The Customer shall immediately notify Admincontrol of any such claim. Admincontrol shall indemnify the Customer for any damages awarded to the third party for infringement under a court- approved settlement or court ruling, including lawyer fees, provided that the Customer cooperates with Admincontrol, and gives Admincontrol full control of the legal process and settlement. Admincontrol may at its discretion (a) modify the Software so that it no longer is in conflict, (b) replace the Software with functionally equivalent software, (c) obtain a license for the Customer’s continued Use of the Software or (d) terminate the Customer’s right of Use for the Software against a refund of any Fees paid in advance for Subscription Periods that exceed the date of termination. The Customer may not make any other claims due to infringement of third party’s right.

5.5.2  

The foregoing indemnity shall not apply if the Software have been used in breach of the Agreement, including if the claim arises out of any use, modification, integration or customisation of the Software not carried out by Admincontrol.

5.5.3  

The Customer shall defend Admincontrol against any claim or litigation where a third party claims that the Customer’s Data, or Use of the Software in breach of the Agreement, is in conflict or infringement with the third party’s patent, copyright or other IPR, or is in breach or violation of applicable law. Admincontrol shall immediately notify the Customer of any such claim. The Customer shall indemnify Admincontrol for any damages imposed under a court- approved settlement or court ruling, including lawyer fees, provided that Admincontrol cooperates with the Customer and gives the Customer full control of the legal process and settlement. The Customer shall also indemnify Admincontrol from all claims, fines, sanctions etc. resulting from the Customer’s breach of the Customer’s obligations regarding processing of Personal Data.

5.6               Termination

5.6.1  

Termination by the Customer: The Customer may terminate the agreement in accordance with the specific termination conditions set out  in the Master Subscription Agreement or if a breach of the Agreement has not been rectified within a reasonable time after the Customer has given written notice of such  breach.

5.6.2  

Termination by Admincontrol: Admincontrol is allowed to monitor the Customer’s use of the Service if Admincontrol suspects a breach of the Agreement. If a breach of any of the Customer’s obligations under the Agreement is confirmed by Admincontrol, or suspected by Admincontrol on reasonable grounds, or the Customer enters into bankruptcy or insolvency, Admincontrol may suspend the Customer’s access to the Software or restrict the Customer’s access, until the matter is resolved. Admincontrol shall give 30 days prior notification of any suspension or restriction of access, and give the Customer reasonable time to respond before suspending or restricting access. If the situation is not resolved within a reasonable amount of time, Admincontrol reserves the right to terminate the Agreement. Admincontrol may, at its sole discretion, choose to terminate the Agreement with immediate effect if the Customer is in material breach of the Agreement.

5.6.3  

Data return: The Customer may request the return of the Customer Data no later than 30 days after termination. Admincontrol reserves the right to delete Customer Data 30 days after termination. Customer Data related to the Virtual Data Room will be retained for 3 years. Admincontrol shall return the Customer Data in a format, time and method of delivery determined by Admincontrol. The format, time and method of data return may vary: please contact Admincontrol in good time before terminating in order to plan and perform the return of the data. Admincontrol reserves the right to charge its standard rates for data return. The Software may have functionality for data export by the Customer.

5.6.4  

Data retention: Admincontrol store Customer Data generated in the Virtual Data Rooms on behalf of the Customer for 3 years, based on the legitimate interest Admincontrol has to provide data recovery for the Customer. When 3 years have passed, the data will be irrecoverably deleted, unless mandatory provisions of law require Admincontrol to continue to store theCustomer Data. In such an event, Admincontrol shall continue to maintain the security of the Customer Data as set out in the Agreement. During this 3 year period Admincontrol may return the Customer Data  cf. section 3, or delete the Customer Data by request from the Customer. If Other retention periods are required by the Customer, this must be requested in written form to Admincontrol. After deleting the Customer Data, Admincontrol shall have no further obligations towards the Customer with regards to the Customer Data.

5.7               Governing law and dispute resolution

The Agreement is governed by and shall be construed in accordance with Norwegian law. The Parties shall attempt to resolve a dispute arising out of this Agreement through amicable negotiations. If the dispute is not resolved through negotiations, the Parties may bring the case to court, with Oslo District Court as agreed legal venue.