Documaster Terms & Conditions

Background and purpose

Documaster («The Service») is a web-based document management Software as a Service, delivered by Documaster AS («Documaster»), that covers the capture, classification, storage, tagging, findability and deletion of documents within an organization, or across multiple organizations. The high-level features of The Service are described at documaster.com at all times.

Definitions

 

 

 

Responsibilities of The Parties

Documaster’s undertaking

From the Start Date Documaster shall provide The Service at the Access Point in accordance with the Terms & Conditions of The Agreement, and perform the agreed Additional Services, if agreed. The high-level solution that describes The Customer’s use of The Service are set out in the SoW.

Documaster shall perform its obligations in a professional manner. Unless otherwise follows from the SoW, The Service shall be performed in accordance with the methods and standards normally applied by Documaster for this type of service.

Documaster may engage a subcontractor to perform The Service and other obligations under The Agreement. Documaster is liable for a subcontractor's work as if it had been performed by Documaster itself.

Unless otherwise follows from The Agreement, Documaster may, while observing the provisions on personal data in clause on «Personal data», provide The Service, in whole or in part, from another country, provided that Documaster otherwise fulfils the terms and conditions of The Agreement.

Documaster is responsible for the backup of Content and Data and Customer Data stored in The Service.

Documaster is responsible for carrying out the assignments that The Customer undertakes in accordance with The Agreement. Documaster's responsibility does not include errors, deficiencies or operational disruptions related to The Customer's software or tools used.

Documaster shall make available basic user documentation for the use of The Service in form of manuals and other instructions available on documaster.com. The user documentation shall be in English.

If Documaster becomes aware of errors, defects, operational disruptions, etc, related to The Customer's use of The Service, The Customer must be notified of this as soon as possible.

Documaster shall comply with its internal security regulations. Documaster's internal security regulations shall be available for view at a Documaster office for The Customer upon request. Documaster may, after the conclusion of The Agreement, change the applicable security regulations in accordance with clause «Changes to the Service».

Specific provisions relating to Third-party Applications

The Customer does not have access to run Third-party Applications in the same hosting environment as The Service. The Customer may only use Third-party Applications on their own premise or as another Software as a Service and connect it to The Service.

Documaster is not liable for faults or intellectual property infringements in Third-party Applications. Documaster has no other responsibility for fault or infringement in relation to Third-party Applications. If it is finally decided that infringement has occurred or if it is likely, in the opinion of Documaster, that such infringement has occurred, and the supplier of the Third-party Application does not take the necessary action, Documaster may close off the Third-party Application’s access and/or terminate The Agreement with The Customer with 3 —three — month notice.

The Customer’s undertaking

In order for Documaster to be able to perform its obligations under The Agreement, The Customer is responsible for the following:

(a) The Customer shall review documentation provided by Documaster and make decisions regarding the approval of such documentation, and otherwise provide the information necessary for Documaster to perform its obligations under The Agreement.

(b) The Customer is responsible for the communication between The Customer and the Access Point. It is also The Customer's responsibility that it has the equipment and software that Documaster on documaster.com has stated is required to use The Service, or which otherwise is clearly required for such use.

(c) The Customer is responsible for faults and defects in The Customer's Software.

(d) The Customer shall ensure that (i) Content and Data are free from viruses, Trojans, worms or other malicious software or code; (ii) Content and Data are in the agreed format; and (iii) Content and Data otherwise cannot damage or interfere with Documaster's system(s) or The Service.

(e) The Customer shall ensure that log-in information, security methods and other information provided by Documaster for access to The Service are handled confidentially in accordance with clause «Confidentiality». The Customer shall notify Documaster immediately in the event of unauthorized access to information in accordance with this clause.

(f) The Customer shall notify Documaster immediately upon discovery of any infringements or attempted infringements that might affect The Service.

Startup of The Service

It is Documaster's responsibility that The Service is available to The Customer from and including the Start Date. Documaster shall provide the instructions that are necessary for The Customer to start using The Service from the Start Date. Such instructions are generally available on documaster.com. The Service shall be deemed available when the Customer can start using the Service from the Access Point.

Changes to The Service

Documaster may, without prior notification to The Customer, make changes to The Service or the method of providing it, which evidently may not cause The Customer more than minor insignificance.

Documaster may make other significant changes to The Service, or the method of providing it, than those set out in the clause above 1 — one — month after notifying The Customer to this effect. By continuing using The Service after this point, The Customer accepts the changes. The Customer may, at the latest when the change enters into force, terminate The Service with effect from the date the change enters into force, or such later day specified in the notice of termination, albeit not later than 3 — three — months from the date the change entered into force.

Documaster shall implement the updates or new versions provided by Documaster in The Service, to the extent Documaster finds it appropriate for The Service. The provisions of clause «Changes to the Service» shall apply to the implementation of an update or a new version. Documaster may, even if it would inconvenience The Customer, implement updates in The Application in order to protect The Service and for other security related purposes.

The Customer’s use of The Service

The Customer is only to use The Service as described in The Agreement.

The Customer is granted a non-exclusive right to use The Service in its own business only. The Customer may allow contractors to use The Service on its behalf.

The Customer may not copy software that is included in The Service or let anyone other than the persons nominated in accordance with the next paragraph use The Service.

The Customer is responsible for keeping a list of nominated users that may use The Service and ensure technical access control. The Customer is responsible for the use of The Service by such persons.

The Customer is obliged to follow any written instructions from Documaster for the use of The Service. Documaster may, after the conclusion of The Agreement, change instructions provided in accordance with clause «Changes to The Service».

The Customer is responsible for ensuring control over Content and Data handled in The Service and for ensuring that The Customer can prevent the Content and Data from spreading in accordance with the requirements in applicable legislation or so that the data do not contravene the standards of Documaster pursuant to clause in previous paragraph.

The Customer is responsible for losses as a result of The Customer giving away their Documaster information to others or not securing this information properly. The Customer undertakes not to make illegal intrusions into computer resources to which Documaster gives access or to acquire data or information in any other unjustified way. The same applies to other attempts to breach security or undesiredly interfere with other companies or people's use of The Service. If The Customer inadvertently gains access to other users' or customers' data in The Service, The Customer must immediately notify Documaster in writing of the incident and delete any data that The Customer has received.

Restricted access to The Service

If the provision of The Service results in a risk of more than insignificant damage to Documaster or another customer of The Service, Documaster may block or restrict access to The Service. In connection with this, Documaster may not adopt more far-reaching measures than is justified in the circumstances. The Customer shall be informed as soon as possible if the access to The Service is restricted.

As stated in the Service-level Agreement, Documaster may carry out planned measures that affect the availability of The Service if required for technical, maintenance, operational or safety reasons. Documaster shall perform such measures promptly and in a manner that limits the disruption. Documaster undertakes to notify The Customer within a reasonable time before action that affects The Customer’s use of The Service, and, if possible, to plan such action to be carried out without downtime or outside of normal office hours.

Documaster has the right to immediately prevent information in The Service from spreading further, if it is reasonable to believe that continuing to spread the information contravenes applicable legislation. In exercising this right, Documaster is entitled to access any information transferred or submitted to The Service. If Documaster exercises this right, it shall notify The Customer.

Documaster is entitled to prevent persons from continuing to use The Service if the persons have submitted information in breach of applicable legislation or Documaster's standards referred to in clause «Customer’s use of the Service». If Documaster exercises this right, it shall notify The Customer.

Free trial periods

Documaster may offer free trial periods, either as a part of The Agreement or by other means. Unless otherwise stated in The Agreement in writing, the following terms apply for such free trial periods:

a) Documaster will make The Service subject to the free trial available to the extent defined in The Agreement and/or any binding offer made by Documaster to The Customer and on the Terms & Conditions defined by Documaster for such trial use available in The Agreement.

b) Documaster will allow The Customer to access The Service free of charge until the first of these events take place; the expiry of the defined trial period, The Customer purchase a license to use The Service, or Documaster in their sole discretion choose to terminate the free trial access for whatever reason.

c) The Customer is notified that any Content and Data entered into The Service, any configurations, customization will be permanently lost unless The Customer purchase a license for The Service before the end of the trial period.

Contact persons

The Customer shall designate two contact persons who shall be responsible for the cooperation in regard to The Agreement: A commercial contact and a technical contact. Documaster contact is hello@documaster.com. The Customer shall notify Documaster of the designated contact person through the Sign-up form, or within The Service. The contact persons are entitled to represent The Customer in matters concerning the implementation of The Service and any Additional Services.

Payment

Fees

In consideration of Documaster's performance of The Service, The Customer shall pay, from the Start Date, the amount specified in The Agreement. For Additional Services, The Customer shall pay in accordance with The Agreement. Documaster may change all fees in accordance with The Agreement.

Other remunerationIn the event that Documaster incurs extra work or additional costs due to circumstances for which The Customer is responsible, The Customer shall remunerate Documaster for such extra work and additional costs in accordance with Documaster's current price list.

Final invoice

Documaster shall, at the latest within 6 — six — months of the expiry of the respective month of service, submit an invoice to The Customer that includes all outstanding items for that month of service. If Documaster fails to submit such an invoice, Documaster loses its right to remuneration for the services or work performed, including the remuneration referred to in clause «Other remuneration», except with regard to its right of offset.

Delays

In event of a delay in payment, default interest and other compensation shall be paid in accordance with law. If The Customer's payment is delayed and Documaster has requested The Customer in writing to pay the amount due, Documaster may, 30 — thirty — days after a written request to The Customer with reference to this clause, withhold further provision of The Service until The Customer has paid all amounts due and outstanding.

Intellectual property rights

Documaster and/or Documaster's licensors hold all rights, including intellectual property rights, to The Service and any software included in The Service.

It is Documaster’s responsibility that The Customer's use of The Service does not infringe any copyright, patent or other intellectual property right. If the infringement relates to the use of an Application that is not a Third-party Application in a SaaS Service, Documaster is only responsible under this clause when The Customer uses the Application. Documaster undertakes to defend, at its own expense, The Customer against any claims or actions regarding infringement of a third party's rights due to The Customer's use of The Service. Documaster shall also indemnify The Customer for any costs or damages that The Customer may become liable to pay as a result of a judgment or settlement. The obligation by Documaster only applies if The Customer has notified Documaster in writing of a claim or action within a reasonable time and Documaster has sole control over the defense against such action and the sole right to negotiate any agreement or settlement. As concerns liability for infringement relating to The Customer's use of a Third-party Application integrated with The Service, the provisions in clause «Specific provisions relating to Third-party Applications» shall apply instead. Other than as stated in this clause, Documaster is not liable towards The Customer for infringements of a third party's intellectual property rights.

It is The Customer’s responsibility that the necessary rights to use The Customer's Software within the scope of The Service are in place. The Customer undertakes to defend, at its own expense, Documaster against any claims or actions regarding infringement of a third party's rights due to use of the Customer's Software within the scope of The Service. The Customer furthermore undertakes to indemnify Documaster against any costs or damages that Documaster may become liable to pay as a result of a judgment or settlement. The undertaking by The Customer only applies if Documaster has notified The Customer in writing of a claim or action within a reasonable time and The Customer has sole control over the defense against such action and the sole right to negotiate any agreement or settlement. Where a third party alleges that the use of The Customer's Software infringes upon the third party's rights, The Customer is responsible for obtaining any necessary rights. Other than as stated in this clause «Content and Data», The Customer is not liable towards Documaster for infringements of a third party's intellectual property rights.

Content and Data

In the relationship between The Customer and Documaster, The Customer is the holder of all rights pertaining to The Customer's Content and Data. Work in connection with transferring Customer's Content and Data to The Customer during the term of The Agreement is an Additional Service.

The Customer is liable for, and shall indemnify and hold Documaster harmless from and against, any infringement by Customer's Content and Data of any third party right or any other non-compliance with applicable law.

Logs

Documaster keeps logs of the use of The Service. Documaster may only use the data from the logs as necessary to perform and improve The Services, and if the logs does not contain any personal data for development, to clarify misuse or analyze infringements as well as to provide information to public authorities or for statistical purposes. Data from the logs are used for statistical purposes. The data shall not contain Customer's Content and Data or information to which a confidentiality obligation applies, so that The Customer or a person can be identified, and such statistical analyses shall not create personal data.

Personal data

Documaster will process data on behalf of The Customer, as described in the Documaster Data Processing Agreement.

Confidentiality

Each party undertakes not to disclose, without the other party's consent, to a third party, during the term of The Agreement or for a period of three years thereafter, any information regarding the other party's business that may be considered a business or professional secret or which according to law is subject to a duty of confidentiality. Unless otherwise follows from law, Documaster's pricing information or other information that a party specifies as confidential shall always be regarded as a business or professional secret. The confidentiality obligation does not apply to information that the party can demonstrate has become known to the party other than through the cooperation or which is publicly known. Furthermore, the confidentiality obligation does not apply when a party is required to disclose such information by law, court or government order or binding stock exchange regulations. Where a party is required to disclose information in such way, it shall notify the other party prior to disclosure.

A party shall ensure that confidentially is maintained as set out above by entering into confidentiality agreements with employees or taking other appropriate measures. A party shall also ensure that subcontractors and subcontractors' employees that participate in the performance of the cooperation sign confidentiality obligations on equivalent terms.

Liability for The Service

In the event of a fault in The Service, Documaster shall, if possible, remedy the fault with the urgency required by the circumstances.

If The Customer has not been able to use The Service in significant respects due to a fault in The Service, The Customer is also entitled to receive, for the period from the notification of the fault and during the time the fault persists, a reasonable reduction in the remuneration relating to The Service.

Documaster is only liable for faults pursuant to sub-clause «Liability for the Service» if The Customer has notified Documaster within a reasonable time after discovering the fault, and has stated and, if necessary, demonstrated, how the fault presents itself. Where the fault is caused by the negligence of Documaster, Documaster is liable for damages, with the limitations set out in clause «Limitation of liability».

The agreed service levels for The Service are specified in the Service-level Agreement.

Limitation of liability

If a party is prevented from fulfilling its obligations under The Agreement due to a circumstance beyond the party's control, including but not limited to lightning strike, labour dispute, fire, natural disaster, changes in regulations, governmental actions and/or a failure or delay in services provided by a subcontractor due to a circumstance stated herein, then this shall constitute a ground for release resulting in an extension of the deadline for performance and release from damages and other remedies. If the performance of The Service in substantial respects is prevented for a period exceeding two months due to a circumstance stated herein, either party shall have the right to terminate The Agreement in writing, without incurring any liability for compensation. When terminating The Agreement in accordance with this clause, clause «Winding up of the Service» shall apply.

A party's liability for damages is limited, per calendar year, to a total sum equal to 15 % of the annual fee for The Service in question. With regard to Additional Services, Documaster's liability, per calendar year, shall be limited to the total amount of that Additional Service. A party is not in any event liable for loss of profit or other indirect damage. Furthermore, a party is not liable for the other party's liability towards a third party, other than as stated in clause «Intellectual property rights» or, as regards The Customer’s liability, under clause «Content and Data». Documaster shall not be liable for any loss of data, except in respect of possible loss of data caused by Documaster's negligence in performing its agreed commitments regarding backup copying. The limitation of liability in this clause «Limitation of liability» does not apply in the event of personal injury, liability in accordance with clause «Intellectual property rights» and «Customer’s Data» or in the event of intent or gross negligence.

A party does not have the right to make a claim for damages, unless such claim is made within 6 — six — months from the time the damage occurred.

Changes to The Agreement

Documaster can change the terms and prices with one month's written notice to The Customer. The notice is sent to the email address that The Customer has provided during registration. The same applies if Documaster makes significant restrictions in The Service's area of use. Changes can advantageously be carried out without prior notice if, after a proper assessment by Documaster, the change is perceived to be for The Customer's benefit or is of minor importance.

Term of Agreement

This Agreement takes effect when written accept is given by The Customer in the form of an electronically signed version of The Agreement. The Agreement is running until either of The Parties cancels it. The term is deemed to have started on the Start Date. Either party may terminate The Agreement no later than 90 — ninety — days before the expiry of the current Agreement term, provided that all outstanding matters have been settled and that the parties have no claims against each other. The Agreement expires at the calendar month end following the expiry of the notice period. Termination of The Agreement shall be made in writing.

Early Termination

Either party may terminate The Agreement:

(a) if the other party commits a significant breach of its obligations under The Agreement and does not remedy such breach within 30 — thirty — days of a written notice that is addressed to the party in question and contains a reference to this clause; or

(b) if the other party enters into bankruptcy, initiates composition negotiations, is subject to a business reorganisation or is otherwise insolvent.

The terminating party may terminate The Agreement with effect from a certain date, which must not be later than 3 — three — months after the notice of termination.

Termination shall only be valid if made in writing.

Winding up of The Service

Upon termination of The Agreement, the Customer's account in The Service and stored data will be deleted at the time of termination. The Customer is responsible for making a copy, through the Access Points, of all Content and Data that The Customer wishes to keep after the termination date. Documaster reserves the right to retain Content and Data and Customer Data that is necessary for the follow-up of the customer relationship.

Notices

Notice of changes, termination and/or other notices shall be sent by email to the other party's contact at the address specified by such party. The other party shall be deemed to have received such notice at the time the message arrived at the recipient's email address.

Assignment

The Agreement may not be assigned without the approval of the other party.

Notwithstanding the above Documaster may assign the right to accept payment under The Agreement without the approval of The Customer.

Governing law, disputes

This Agreement shall be governed by Norwegian law, without application of its conflict of laws principles.

Any disputes arising out of The Agreement shall be settled in the general courts.

Version 2022-11-09