1. 1. GENERAL PROVISIONS

1.1 The Parties

Shall have the meaning defined in the Framework Agreement.

1.2 Agreement, interpretation – precedence

The Parties have previously 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 terms constitute the basis for the delivery of any services specified in the Order Form(s) as further outlined in Clause 1.4 (the “Service Terms”).

If the delivery of the Services defined in Clause 1.4 does require that the Customer obtain any particular software (the “Software”), SAYFR will assist the Customer with the acquisition of such software from third party suppliers to the extent licensing of the Software from SAYFR does not form part of the overall delivery under the Order Form. 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.

Any agreed Variations under Clause 4 will have precedence over any conflicting provisions in an Order Form.

In case of conflict between the specific provisions of any Order Form and these Service Terms, the provisions of the Order Form will take precedence unless the conflict involves clauses 8 Intellectual Property, 9 Confidentiality, 11 Liability or 15 Governing law, in which case the provisions of the Service Terms will prevail.  

In case of conflict between any part of the Agreement and the DPA, the DPA will prevail. 

1.3 Representatives of the parties – communication 

No later than upon the Signing Date of the relevant Order Form, each of the parties shall appoint a representative who is authorised to act on behalf of such party in matters relating to the Agreement and transfer the name and contact details of such representative to the other Party. These Representatives will be empowered to receive notifications as outlined in these Service Terms and e-mail sent to the Representative will constitute such notification. Both parties shall ensure the proper communication, storage and backup copying of documents and other materials of relevance to the Services, irrespective of the format thereof, including emails and other electronically stored materials.

1.4 Scope of services

SAYFR agrees to provide to Customer the services described and agreed in the Framework Agreement with relevant Order Form(s) and, where applicable, as further amended by the Parties according to the provisions of Clause 4 of this Attachment (the “Services”).   

2. 2. OBLIGATIONS OF SAYFR

SAYFR shall act as an independent contractor for Customer in performing the Services. 

SAYFR shall perform the Services in a professional manner with that degree of skill, care, diligence and good judgement exercised by recognized professional firms executing Services of the same or similar nature. 

The Services will be provided on a best-effort basis based on time and materials unless otherwise specified in the Order Form and/or Variation Order defining the Services. While the Services are intended to create business value as described in the Order Form, the Parties agree that they are not business critical and an interruption will not generate significant interruptions in Customer’s operations, loss of data or performance or risk thereof. Where SAYFR has undertaken to deliver any specific result, any documented error or defect in the delivered Services will be rectified by SAYFR within a reasonable period of time and at SAYFR's sole cost, provided that said error or defect is not attributable to Customer or any of Customer’s subcontractor and SAYFR is duly notified of said errors or defects during the delivery of the Service. For the avoidance of doubt; any assistance covering physical training sessions or application of machine learning-based systems during or after delivery does not warrant any specific result, as the training sessions' effectiveness will depend on human personnel interaction and the software’s responses will depend on a number of external factors such as amount and quality of available training data sets, range and variation of training data compared with operational data post-delivery and Customer requirements.

SAYFR shall comply with Customer’s normal codes of staff and security practice whilst on the premises of Customer. Customer shall inform SAYFR of any real or potential Safety Health and Environmental hazard which may be relevant to or involved or introduced performance of the Services and/or any necessary safety measures required for performance of the Services, prior to or during the performance of the Services.

If required by Customer, SAYFR shall comply with reasonable requirements regarding:

1. 1. 1. (i) HSE standards applied by Customer at Customer's locations;

2. (ii) Know your customer (KYC) regulation or documentation, and

3. (iii) Anti-bribery and anti-money laundering regulation and documentation. 

If required by Customer in writing, SAYFR shall maintain in full force and effect during the period of the Agreement such customary insurances as reasonably required by Customer for the Services provided in accordance with the terms of this Agreement. SAYFR shall arrange for its insurers to furnish Customer with certificates or evidence of insurance, if so requested by Customer, demonstrating that SAYFR has placed and maintained said insurances.  

3. 3. OBLIGATIONS OF CUSTOMER

Customer shall in a timely manner provide at no charge to SAYFR, such information and documents that may reasonably be required for the proper performance of the Services. Customer acknowledges that the Services require extensive co-operation and co-ordination with Customer, Customer’s staff and/or other consultants working for Customer and Customer undertakes to provide such cooperation to the extent necessary for the provision of the Services. 

Customer shall pay SAYFR for the Services as outlined in this Agreement. 

4. 4. VARIATIONS

Customer shall be entitled to request additional work (hereafter referred to as "Variations") under this Agreement. SAYFR may suggest Variations for Customer approval.

All Variation requests shall be in writing, clearly defining the variation required referenced to the relevant Order Form. SAYFR will respond with an initial, non-binding assessment of the consequences of the requested Variation on the deliverables defined in the Order Form, thetime schedule, and, if possible, an estimate of time and materials required to perform the Variation.

No Variation shall be implemented before the parties have reached an agreement regarding the extent, remuneration and revised time schedule, such agreement constituting a Variation Order. SAYFR shall maintain a directory of such Variation Orders on an ongoing basis and shall provide the Customer with an updated copy of the directory upon request.

The Services may consist of a defined number of manhours, allocated either for Support or Maintenance services, and SAYFR will then deliver the required number of manhours according to Clause 2, while giving Customer due advance notice if the defined number of hours are reasonably expected to be exceeded by the scope of necessary Support or Maintenance activities before the agreed number of manhours is exceeded. Such completion of ongoing deliveries under Support or Maintenance will be invoiced on the following Customer invoice and will not constitute a formal Variation Order.

5. 5. PRICE AND PAYMENT

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 time, travel and subsistence costs, shall be invoiced where necessary in order for the proper delivery of the Services. 

The fees shall be invoiced as indicated in the Order Form(s).  Any fixed fees shall be invoiced prior to the work to be performed. Work on time and materials- basis shall be invoiced monthly according to the SAYFR standard rates defined at www.SAYFR.com/product-hourly-rates at the date of invoice. Payment shall be made within 21 days after receipt of invoice.

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 performance of the Services until due payment, including any additional interest, is made.

All fees and rates for Services ordered maybe 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. SAYFR may annually adjust the rates at www.SAYFR.com/product-hourly-rates. A 3-month prior notice of price adjustment will be given if the prices are increased more than the price index. 

Each Party shall pay all taxes, fees, VAT, and duties required by it as a consequence of this Agreement and the Services performed hereunder. 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 5. 

6. 6. INTELLECTUAL PROPERTY RIGHTS

Within the limits defined by the Parties’ Data Processing Agreement, Customer shall have full ownership rights to the data obtained from Customer through use of the Services, as well as any Customer-specific adaptations outlined in the Order Form or Variation Orders and developed by SAYFR as part of the provision of the Services, unless otherwise specified therein. SAYFR shall, on a royalty free basis, have free use of these adaptations for product improvement purposes, including improvement of SAYFR products for any particular industry.  

Any work during delivery of the Service which generates Intellectual Property Rights ("IPR") not defined as a Customer-specific adaptation in the Order Form, including, but not limited to writings, photographs, trade secrets, know-how, diagrams, structured algorithms, models, and computer programs applied, developed or improved during the provision of the Services, remains the exclusive property of SAYFR.

The provisions of this Clause 6 shall not affect the title and ownership of SAYFR's pre-existing IPR (including patents, copyrights, trademarks and trade secret covering background or pre-existing ideas, know-how, inventions, designs, models, drawings, prints, samples transparencies, specifications, reports, manuscripts, working notes, documentation, manual,   photographs, negatives,  tapes, discs, electronic files, software or any other similar items) used in the performance of the Services or disclosed to Customer hereunder, except that SAYFR shall grant CUSTOMER an irrevocable, worldwide, royalty free license to use such pre-existing IPR incorporated as part of the Services for the duration of this Agreement, after which the license to any such pre-existing IPR will automatically expire.  

Neither during the Agreement nor after it ceases does the Customer have the right to copy the composition of Software forming the basis for the Services to be delivered 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 as a result of the Services 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. 

SAYFR shall have the right to make use of anonymized data collected through the services provided, either by SAYFR directly or through the use of sub-contractors with the purpose of continuous service and product development. Any such data collection will be conducted in strict accordance with GDPR and other applicable privacy laws and regulations. 

The provisions of this Clause 6 will survive the expiry or termination of this Agreement.

7. 7. CONFIDENTIALITY

Customer and SAYFR mutually agree not to disclose to any third party without the prior written consent of the other party, any information obtained from the other party related to this Agreement that either is commercial in nature or is kept confidential by that party. However, each party shall be free to disclose such information as is:

• 1. known by it prior to the information being disclosed by the other party, or

• 2. part of the public domain at the time of disclosure, or

• 3. 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 Services, provided that a written confidentiality agreement reflecting the principles above is entered into with such subcontractors.

The obligations of both parties as defined in this article shall apply notwithstanding the completion of the Services or 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.

8. 8. PERSONAL DATA

If SAYFR processes personal data as defined by Article 4 of Regulation (EU) 2016/679 (the “GDPR”) on behalf or at the request of the Customer, SAYFR will only process such data to the extent strictly necessary the due provision of the Services and fulfilment of their obligations under this Agreement. If the Customer requests SAYFR to process personal data on behalf of a third party, SAYFR will process the data in the role of a sub-processor to the Customer, in case SAYFR does accept such a request.

SAYFR’s processing of personal data on behalf of the Customer or a third party designated by the Customer shall be governed by SAYFR’s standard data processing agreement as defined in the Framework Agreement.

The Parties are obliged and undertakes to comply with applicable privacy legislation when performing their obligations under this Agreement and shall not infringe applicable privacy law nor do or fail to do anything that may lead to an infringement by the other Party.

9. 9. DURATION AND TERMINATION

This Agreement shall be effective as of the Effective Date and shall continue until terminated in accordance with the provisions in the relevant Order Form or, lacking such provisions, in accordance with this Clause 9. Unless otherwise defined in writing, the Agreement shall become effective as of the Signing Date defined in the Agreement with an initial term of 14 months. If the Agreement is not terminated by written notice at least 2 months before expiry, it will be automatically renewed for another term of 12 months. 

Customer shall have the right to terminate any Variation Orders under Clause 4 and/or any Add-ons defined in the Order Form(s) and delivered on a “Time and Materials”-basis at any time, upon 30 days written notice to SAYFR. In the event of termination according to this provision, Customer shall reimburse SAYFR for the costs of providing the relevant part(s) of the Service, or preparing to provide the relevant part(s) of the Service, incurred up to the date of termination, as well as all costs and expenses incurred by SAYFR as a consequence of such termination including, but not limited to, demobilization costs, sunk cost in Customer-specific adaptations of software or underlying materials and other costs incurred as a consequence of Customer's termination.

During any given term, the Agreement may only be terminated for cause, as defined below.

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;

a. if the other Party is declared bankrupt or judicial procedures have been initiated to that end; or
b. in case the other Party proposes to open debt negotiations or requests any arrangement for the benefit of creditors; or 
c. in case the other Party stops or suspends payment of its debts or is unable to or admits
d. inability to pay its debts as they fall due; or
e. in case the other Party commits a material breach of this Agreement and not remedies this breach within 7 days after receiving notice thereof from the first Party.

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 in Clause 5. 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. 

10. 10. LIABILITY AND INDEMNITY

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:

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, 
d. all consequential, special or incidental costs, losses or damages (whether direct or indirect) suffered by SAYFR,

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:

1. a. death of or personal injury, whether physical or mental, to any employee, representatives or subcontractor of the Customer,

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

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

4. d. all consequential, special or incidental costs, losses or damages (whether direct or indirect) suffered by the Customer,

howsoever caused, excepting only SAYFR's wilful misconduct.

Each party shall be responsible for and accept full liability for its own acts or omissions leading to the loss of or damage to any third party.

The Parties' liability towards each other for the performance of their obligations under this Agreement shall be interpreted according to Clause 2 and 3 above. SAYFR's maximum cumulative liability arising out of or related this Agreement shall be limited to an amount equal to the remuneration paid to SAYFR by Customer under this Agreement.

If either party becomes aware of any incidents likely to give rise to a claim under the above indemnities, he shall notify the other party immediately.

11. MISCELLANEOUS

11.1 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 Services under these Terms of Service to other legal entities in the same group of companies. 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 Terms of Service. 

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

11.2 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, 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 Services have been prevented for more than 90 working days. The Customer shall pay the agreed price for the Services that has been contractually delivered before the termination of the Agreement.

11.3 No waiver

Any failure of either Party hereto at any time or from time to time to enforce or require the strict adherence and performance of any of the terms or conditions of the Agreement shall not constitute a waiver of such terms or conditions.

11.4 Disclosure of customer relationship

SAYFR may disclose that Customer is a customer having purchased Services from SAYFR and use the products for promotional purposes unless Customer disagrees with this in writing. 

12. 12. GOVERNING LAW AND JURISDICTION

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

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.