1. 1. 1. GENERAL PROVISIONS

   1.1 The Parties

   Shall have the meaning defined in the Framework Agreement.

   1.2 Agreement, interpretation, and precedence

   The Parties have concluded a Framework Agreement together with one or more Order Forms outlining the basis for the Parties cooperation and SAYFR’s deliveries (the “Agreement” as further defined in the Framework Agreement). These licensing terms constitute the basis for the Customer’s access to any software specified in the Order Form(s) as further outlined in Clause 2 (the “Licensing Terms”).

   If the performance of SAYFR’s obligations under the relevant Order Form(s) does require that the Customer obtain any particular software from third parties, SAYFR will assist the Customer with the acquisition of such software from relevant third-party suppliers. Where such third-party Software is required, SAYFR shall assist Customer with the selection and licensing, but the software license shall be concluded directly between Customer and third-party provider unless otherwise agreed in writing, and SAYFR shall not be responsible for compliance with such licenses unless agreed with Customer in writing.

   In case of conflict between the specific provisions of any Order Form and these Licensing Terms, the provisions of the Order Form will take precedence unless the conflict involves clauses 2.3 License, 4 Confidentiality, 7 Liability or 10 Governing law, in which case the provisions of the Licensing Terms will prevail.  

   In case of conflict between the provisions of these Licensing Terms and the Service Terms, the former will prevail. In case of conflict between any part of the Agreement and the DPA, the DPA will prevail. 

   
   
   2. 2. THE SOFTWARE

   2.1 The Software

   SAYFR has developed several software solutions intended to improve safety by improving organizational culture. These software solutions may be ordered independently or jointly in order to optimise team learning and knowledge distribution within Customer’s organisation. The software solutions – whether used independently or jointly – are not designed to perform any independent evaluation of learning outcomes or placement of persons into appropriate levels of education, nor are they suitable for steering the learning process of natural persons, and SAYFR will not accept any Variation Orders under the Service Terms that may generate such functionality. 

   SAYFR will primarily allow Customer access to the software by means of a web interface defined in the Order Form, through which Customer will have the functionality described for each software solution in the Order Form(s) available for use (the “SaaS-Solutions”). Some of the software solutions will require that Customer’s employees download an application to their mobile units in order to generate input and learning sequences from the Software (the “App-Based Solutions”. Both Saas-Solutions and App-Based Solutions may form part of the Software licensed by Customer, depending on the content of the relevant Order Form.  

   2.2 Grant of License

   Under the terms of the Framework Agreement, Customer has ordered licenses to the software defined in the Order Form(s) (“the Software”) and SAYFR has accepted to deliver subscription-based licenses to that Software on the conditions defined in these License Terms. 

   2.3 Customer’s license

   For the duration of the Agreement, the Customer is granted a right of use covering the Saas-Solutions and App-Based Solutions and the knowhow generating and forming part of the deliverables under the Software. This licensed right of use is limited to the use reasonably considered necessary for obtaining reasonable functionality from the features in the Software as described in the Agreement and is subject to the Customer having paid the agreed remuneration. 

   Neither during the Agreement nor after it ceases does the Customer have the right to copy the composition of Software and/or any other parts of SAYFR's work methods or other know-how. Customer does not have the right to reverse engineer, decompile, or otherwise disassemble the Software or any parts of the Services. The Customer may not amend the Software or its adjoining proprietary-, intangible- and intellectual property rights in any way, hereunder perform modifications, enhancements or improvements or facilitate other products or services that are derived from these rights, although the Customer do have the right to copy, modify and use the reports produced by the Software, for the Customer's own requirements. This right of use and modification does not include commercialization of the content of the reports or sale of this content to third parties in any other manner, third parties for this purpose shall exclude any legal entities within Customer's group of companies. 

   The license is non-exclusive and non-transferable except as outlined in clause 9.1 and does not grant the Customer any rights beyond those specifically defined in this Clause, however copyright to Customer-specific adaptions which are developed specifically for the Customer under the Service Terms will vest with Customer according to the provisions in Clause 6 therein and subject to the right of use defined in that clause. 

   2.4 Subscription management

   In the Order Form, Customer has ordered a set number of individual user accounts for the software services constituting the Software, either access to the Saas-Solutions or for copies of the App-Based Solutions or both. Customer may order additional Software licenses for other Customer group companies and/or new user accounts for the licensed Software through SAYFR’s support services, available at [support@sayfr.com]. If data submitted about the user and as otherwise prompted by the registration forms is accurate, SAYFR will open the accounts as soon as technically possible, invoicing will follow the order date, cf. clause 3.1 below. If not, SAYFR will open the accounts upon having received correct and complete data.

   Customer may request that SAYFR close any user account at any time, without providing any reason. Closing a user account will block any use of the Software through the current password and login data. SAYFR will not be liable for any loss of data or other issues created as a result of the Customer closing any user account.

   Customer shall notify SAYFR immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, while using all reasonable efforts to stop any unauthorized use of the Software that is known or suspected by Customer. Under no circumstance shall Customer or their employees provide false identity information to gain access to or use the Software.

   
   
   3. PRICE AND PAYMENT

   3.1 Prices

   Prices provided by SAYFR are exclusive of VAT, any other local sales taxes and/or withholding taxes. Unless otherwise specified, all prices are quoted in Norwegian kroner (NOK). Disbursements, including travel and subsistence costs, shall be invoiced where necessary. 

   Where Customer has ordered additional user accounts, these will be invoiced as of the following month if they were ordered on or before the 15^th of the previous month. If they were ordered before the 15^th of that month, the accounts will be invoiced for the entire preceding month. 

   If the Order Form has specified either a maximum use level or pricing brackets for user accounts, and Customers orders under clause 2.4 exceed the level originally defined in the Order Form, SAYFR will notify Customer. If Customer has not brought its use within the maximum levels within its price bracket within 30 days of such notification, SAYFR will from then on charge Customer in accordance with the relevant price bracket.

   3.2 Payment terms

   The fees shall be invoiced as indicated in the Order Form(s). Any Licensing fees shall be invoiced prior to the start of any work under the Terms of Service, release of access to any web interfaces for the Software or release of applications to Customer’s employees.

   Payment shall be made to SAYFR's bank account stated on the invoice, or, failing such, to the SAYFR bank account stated by SAYFR’s Representative in writing. Payments not received by SAYFR on due date will be considered overdue and shall remain payable by Customer together with interest for late payment under applicable law. SAYFR has the right to suspend access to the Software by disallowing access to the Saas-Solutions and/or refusing data transfers from Customer use of the App-Based Solutions until due payment, including any additional interest, is made.

   All licensing fees may be adjusted yearly without prior notice according to the Norwegian Consumer Price Index available at https://www.ssb.no/en/priser-og-prisindekser/konsumpriser/statistikk/konsumprisindeksen. 

   Each Party shall pay all taxes, fees, VAT, and duties required by it as a consequence of this Agreement. Each Party undertake to indemnify and hold harmless the other Party for any liability it may incur due to the other Party not having fulfilled its obligations pursuant to this Clause 3. 

   4. 4. CONFIDENTIALITY

   4.1 Duty of Confidentiality

   Customer and SAYFR mutually agree not to disclose any Confidential Information to any third party without the prior written consent of the other Party. 

   4.2 Confidential Information

   Confidential information shall be defined as any information disclosed to the other Party in whatever form which is 

   1. (i) if in written, machine-readable or other tangible form; marked as “confidential” or similar,

   2. (ii) if disclosed orally or by demonstration; identified at the time of disclosure as confidential and is confirmed in writing to the receiving Party to be “confidential” within 30 days of such disclosure, 

   3. (iii) is specifically defined as confidential by the provisions of this Agreement, including any Order Forms or Variation Orders, 

   4. (iv) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself, or

   5. (v) would be considered as business secrets under applicable law. 
      
      

   4.3 Exceptions

   Each Party shall be free to disclose such information as is

   1. (i) known by it prior to the information being disclosed by the other party, or

   2. (ii) part of the public domain at the time of disclosure, or

   3. (iii) required to be disclosed by public authorities in accordance with applicable law.
      
      Both Parties may disclose confidential information to their subcontractors without prior written consent to the extent necessary to complete the performance of their obligations under the Agreement, provided that a written confidentiality agreement reflecting the principles above is entered into with such subcontractors.
      
      

   4.4 Survival

   The obligations of both Parties as defined in this article shall apply notwithstanding the termination of this Agreement for as long as the information in question is kept confidential or for at least three years after the termination of this Agreement for whatever reason.

   5. 5. PERSONAL DATA
      

   To the extent SAYFR processes personal data on behalf of the Customer, shall be governed by SAYFR’s standard data processing agreement as defined in the Framework Agreement. Where Customer’s end users/employees are entering personal data into the App-Based Solutions, beyond simple metrics such as course passed and similar, SAYFR will only grant Customer access to such data in aggregated or fully anonymised formats.

   The Customer acknowledges that SAYFR is not responsible for the Customer’s processing of personal data belonging to the Customer’s own end users/employees. SAYFR’s role as an independent data processor shall be limited to the purpose of providing and operating the Software for the benefit of the Customer. The Customer is solely responsible for determining whether it can utilize the Software in accordance with applicable data protection legislation in its jurisdiction(s) and warrants that in carrying out its obligations under these Licensing Terms it will not breach applicable data protection legislation or directly or indirectly cause SAYFR to be in breach of the same.
   
   

   6. 6. INDEMNIFICATION

   SAYFR shall indemnify, defend and hold Customer harmless from and against losses, claims and liabilities related to or arising out of this Agreement as a result of:

   1. a. death of or personal injury whether physical or mental, to any employees, representatives or subcontractor of SAYFR,

   2. b. the loss of or damage to property of SAYFR or its employees, representatives or subcontractors,

   3. c. claims from third parties that the Service infringes their intellectual property rights, where SAYFR shall have the right to demand and direct any defence against such claims at SAYFR’s own cost and risk, 

   howsoever caused, excepting only CUSTOMER’s wilful misconduct.

   Customer shall indemnify, defend and hold SAYFR harmless from and against any and all losses, claims and liabilities related to or arising out of this Agreement as a result of:
   a. death of or personal injury whether physical or mental, to any employees, representatives or subcontractor of SAYFR,
   b. the loss of or damage to property of SAYFR or its employees, representatives or subcontractors,
   c. claims from third parties that the Service infringes their intellectual property rights, where SAYFR shall have the right to demand and direct any defence against such claims at SAYFR’s own cost and risk, 
   

   howsoever caused, excepting only CUSTOMER’s wilful misconduct.

   
   

2. 7. SERVICE LEVELS AND LIABILITY 

7.1 Agreed Service Level Requirements

Customer acknowledges that SAYFR does not control the transfer of data over communications facilities, including the internet, and that Software availability may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. The Parties agree that access to the Software is not business critical and that an interruption will not generate significant interruptions in Customer’s operations, loss of data or performance or risk thereof.

Consequently, SAYFR does not guarantee that the Software will be entirely error-free or that access to the Software will be uninterrupted. The Software and all related components are provided on “as is” and “as available” basis without any warranties. SAYFR expressly disclaim any and all warranties express or implied, including implied warranties of merchantability, title, fitness for particular purpose and non-infringement.

7.2 Liability for issues affecting the Software

SAYFR cannot warrant that the Software will be available or generate the standard output where this is directly or indirectly due to

(i) circumstances outside SAYFR’s control such as Force Majeure, lack of internet access or problems outside SAYFR’s network;
(ii) actions or omissions by the Customer or third parties, such as downtime or problems in the relevant could environment;
(iii) equipment, software or other technology under third party control;
(iv) planned and notified maintenance or emergency maintenance deemed imperative by SAYFR.

Nor shall SAYFR be liable for unauthorized alteration, theft or destruction of Customer’s or any user’s data, files, or materials unless caused by SAYFR negligence.

SAYFR has no liability for any development, integration, implementation or training by Customer or any third party, including but not limited to any express or implied warranties that such developments remain stable during the term of this Agreement. 

7.2 Limitation of Liability

Unless otherwise agreed in writing, the Parties liability shall be limited as follows:

No compensation for indirect losses may be claimed. An indirect loss is, but is not limited to; the Customer’s loss of profit of any kind, loss due to interrupted operations, loss of use, loss of data, as well as third party claims.

The maximum liability incurred by SAYFR, whether resulting from contract or tort (including liability for negligence or breach of statutory duty) or otherwise, including price reduction due to reduced service level or recourse claims for privacy-related fines and damages, shall not exceed an amount equal to the license fee for the previous License Period.

Other claims for compensation than those arising from this provision cannot be claimed between the Parties.

8. 8. DURATION AND TERMINATION

8.1 Duration

The Software licenses ordered under this Agreement shall be effective as of the Signing Date of the relevant Order Form and shall continue until terminated in accordance with the provisions in that Order Form or, lacking such provisions, in accordance with this Clause 8. 

If the Software licenses is not terminated by written notice at least 2 months before expiry, it will be automatically renewed for another term of 12 months, these terms being referred collectively as “License Periods.” 

8.2 Termination for cause

With the following events below, either Party may terminate this Agreement and/or any issued Variation during the term with immediate effect by giving prior notification in writing;
(i) if the other Party is declared bankrupt or judicial procedures have been initiated to that end; or
(ii) in case the other Party proposes to open debt negotiations or requests any arrangement for the benefit of creditors; or 
(iii) in case the other Party stops or suspends payment of its debts or is unable to or admits inability to pay its debts as they fall due; 
(iv) in case Customer infringes SAYFR’s intellectual property rights and/or exceeds the limitations defined in their license under clause 2.3, or
(v) in case the other Party commits any other material breach of this Agreement and not remedies this breach within 7 days after receiving notice thereof from the first Party.

8.3 Effects of termination

Upon termination by either Party, Customer shall have the right to order assistance from SAYFR in transferring Customer data as well as any CUSTOMER-specific adaptations to another platform, such assistance will be provided on a time and materials – basis according to the rates defined at www.SAYFR.com/product-hourly-rates. SAYFR does not warrant that the adaptations will operate on any other platform than those used by SAYFR nor in any other operating environment than SAYFR's own. This right is not available if SAYFR terminates the Agreement for cause.

Upon termination by either Party and for whatever reason, the Customer’s right to use any and all material governed by copyright and/or other proprietary rights, which SAYFR has given Customer access to or permitted to download during the Agreement, and/or the right to use SAYFR’s data and knowhow transmitted to Customer in whatever format, will automatically cease. Unless needed for the performance of assistance ordered under the first paragraph of this clause, Customer access to the SaaS-Solutions will automatically cease upon termination. 

Customer shall ensure that all applications downloaded by Customer’s employees from the App-Based Solutions are deleted from their units, and delete all SAYFR data or files made available by SAYFR. If required by SAYFR, Customer shall warrant in writing that this has been done. Equally, upon Customer request, SAYFR shall delete all Customer data that have not been transferred or fully anonymised as well as any remaining reports generated by the Software when it has been applied to Customer data. 

9. 9. MISCELLANEOUS

9.1 Assignment of Rights

Unless otherwise stated in the Agreement or relevant Order Form, the Parties are entitled to assign its rights and duties regarding the Software under these Terms of Service to other legal entities in the same group of companies. Such assignation does not allow Customer to increase the number of users beyond what has been defined in the relevant Order Form(s). If the Customer intends to use the Software in several subsidiaries, the Customer must order new licenses for each new subsidiary. 

Transfer of duties under the Agreement to a third party not part of the Party’s group requires the other Party’s written consent, such consent not to be unreasonably withheld or delayed. Changes in the ownership structure of any Party is not to be considered a transfer of rights under these Licensing Terms. 

The right to payment under this Agreement may be assigned freely. Such assignment shall not release the relevant Party from its obligations and responsibilities.

9.2 Force majeure 

Force majeure shall mean the occurrence of an event beyond the control of the Party in question, such as natural disasters (such as floods, earthquakes, storms), war, terrorism, strikes, lockouts, epidemics, fire, explosion, changes in legislation or public regulations, denial-of-service attacks, failure by third party hosting provider or utility provider, shortages, riots, terrorism, governmental action and serious disruptions in public communication or transportation. A Force Majeure event shall exempt the relevant Party from liability for breach of any terms of this Agreement if the event occurs after the date of this Agreement and provided that such party could not reasonably have foreseen the occurrence of such event at the time of entering into the Agreement and could not reasonably have avoided or overcome it or its consequences.

Each party shall cover its own costs resulting from Force Majeure.

The party invoking force majeure shall notify the other party without undue delay. Such notice shall also include the cause of the delay and the presumed duration. Each Party may terminate the Agreement if a substantial part of the Software have been unavailable due to Force Majeure for more than 90 working days. The Customer shall pay the agreed price for period that the Software has been contractually available before the termination of the Agreement.

9.4 Disclosure of customer relationship

SAYFR may disclose that Customer has purchased Software from SAYFR unless Customer disagrees with this in writing. 

10. 10. LEGAL USE, GOVERNING LAW AND JURISDICTION

10.1 Legal use

SAYFR produces, controls and operates the Services from its offices in Norway. Unless expressly stated, SAYFR does not represent that the Services are appropriate, compliant with local mandatory employment or other laws nor legal to use, in other locations. 

Customer warrant that Customer will not use the service in a manner that infringes intellectual property rights or proprietary rights, publicity or privacy or other rights of third parties, or any other illegal purposes.  

10.2 Governing law

This Agreement and any Variation shall be governed by and construed in accordance with Norwegian law. 

10.3. Dispute Resolution 

Disputes that are not resolved by mutual agreement shall be settled by arbitration unless the Parties agree otherwise. Any arbitration proceedings shall take place in Oslo, Norway pursuant to the Arbitration Act or any statutory modification or re-enactment thereof for the time being in force. The Parties agree that the arbitration proceedings and the arbitration decision shall not be public, unless otherwise agreed.