Customer License Agreement (CLA)
1. Definitions and interpretation
In this Customer License Agreement (hereinafter the “CLA”), except where the context requires otherwise, the following words shall have the following meaning: The Services constitute either parts of or the whole application provided under the domain 24SevenOffice.com or distributed by 24SevenOffice AS. The licensor means the legal entity that own the Service accordingly to this CLA. The licensee means the customer who has been given an access right to the 24SevenOffice Services. License means the right for the licensee to use the Services via the Internet and in a Web-interface, not the right to have a copy of the Services on its servers/computers. A reseller is a third party that has been given the the right to resell the Service by licensor, but does not have the right to enter into agreements outside this CLA on behalf of licensor. A reseller may be the invoicing part towards licensee. Invoicing means all types of handling payments. An electronically sent invoice or a transaction through third party payment services, eg Credit card payment or online payment companies.
2. Entry into force
This CLA shall enter into force when this agreement is accepted by both the licensor and licensee and has been received by the licensor. Logging into the Service means that you have accepted the conditions for using the license. The license shall remain valid for so long as the license fee and the ongoing monthly subscription are paid according to this CLA. The Licensor is obligated to offer the license for the prepaid period of the licensee. For free versions (not available in all markets), the license is valid provided that the software has been used by the licensee during the past six (6) months. Licensor may amend the content in this CLA at any time. The revised version will be effective at the time it is posted on the website. In addition, if the revised version includes a substantial change, the licensee will be informed by an electronically notice. The Agreement is an important document which licensee must consider carefully when choosing whether to use the Services. This license replaces all former CLAs related to the Service.
3. The License
The licensee is hereby granted a non-exclusive, non-transferable license to the Services. When accepting this CLA, licensee also accepts the number of users, the licensee fee, specifications and Services that is required. The content of the Service is always subject to the discretion of the licensor, which is entitled to change the content without notice. The licensor has the right to change functionality in the Services when modules are upgraded. By executing this CLA the licensee accepts information about Services and products offered by licensor and partners. For any free services delivered by licensor, the licensee accepts to receive advertisements for any services and products. Information and advertisements can be delivered as banners, e-mails, SMS, text links or any other formats. All end users with administrative rights bind the licensee when accepting electronic orders of Services, third party services and consultant services from licensor and approved partners of licensor. The Licensor subsequently may choose to charge for any free version of the Services upon a six (6) months notice. There is a restriction for a total of 500 entries for external project participants that have access to registering hours. Transfer of the license/CLA is possible only with the approval of the licensor. Written notice of transfer must be given to the licensor and the licensee will receive a written reply pursuant to which, if accepted, the new licensee must pay one month extra license fee and will continue the original licensee’s monthly fee. The transfer is not valid until the fee is paid in full to the licensor.
4. Limitation of Liability
Licensor’s liability, if any, and licensee’s sole and exclusive remedy for damages for any claim of any kind whatsoever arising out of or related to this CLA shall not be greater than the actual fees paid for the Services with respect to which such claim is made, during the immediately preceding twelve (12) month period prior to the filing of the claim. Under no circumstances will licensor be liable to licensee or any third party for any consequential, special, indirect, incidental or punitive damages of any kind. Including, but not limited to, lost profits, lost data, business interruption, loss of business reputation or goodwill, or the cost of procurement of substitute goods or services, even if licensor has been advised of the possibility of such damages. This shall also include any system errors in the Services, user documentation and incorrect use of the Service. The licensee shall bear financial responsibility for any additional work that must be carried out due to possible errors within the Services. The licensor reserves the right to rectify any potential errors in the Services.
5. Warranty Disclaimer Regarding Services
Licensee understands and agrees that Services are provided “as is” and licensor expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability or of fitness for a particular purpose. Licensor makes no warranty or representation regarding Services, any information, materials, goods or Services obtained through Services, or that Services will meet licensee’s requirements, or be uninterrupted, timely, secure or free from error or defect. Licensor disclaims and excludes any representations or warranties that the Services are compatible with any combination of Services or software not furnished by licensor which licensee or any Customer may choose to utilize with the Services.
6. Up-time (SLA)
The licensor guarantees an up-time of ninety-nine point five percent (99.5%) per month per twenty-four (24) hours. Only the Primary period is sanction determined and time surpassing the primary period is defined as Secondary period, which is included in the up-time guarantee, however is not sanction impositioned. Primary period is defined as 8 AM to 4 PM (GMT +1), days of service and weekends (except: Good Friday, Easter Monday, Christmas Eve, Christmas Day, Boxing Day and New Years Day). The availability of the service is measured on the outer gateway to 24SevenOffice router towards the internet. The up-time is defined as the availability to log on to the application. There will be a possible claim to compensation from 0.5% of the monthly allowance per every 0.5% down-time surpassing the guaranteed ninety-nine point five percent (99.5%) per month. The compensation is set to a maximum of three percent (3%). The conjuncture of down-time in regards to maintenance of the website is Saturday 6 PM to Sunday 6 AM CET and is notified one week in advance if performed. Maintenance time is not included in the calculation of availability. Lack of availability is measured from the time notification is given by licensee of the lack of availability to the support department of the licensor.
When entering into the contract, the licensee can choose whether e-mail support or both e-mail support and phone support is desirable. User support is available on weekdays between 8 AM and 4 PM (GMT +1). Support is given either by e-mail or by phone. The type of support included is specified in the Agreement or is established pursuant to the licensee’s selection when registering on www.24SevenOffice.com. For telephone support, se the telephone numbers on www.24SevenOffice.com.
If invoiced, 1 hour of phone support is included in the Agreement. This support is valid for 1-2 super users employed with the licensee. Additional super users against additional pricing. These super users are responsible for passing on potential error/questions. Phone support applies to technical errors or simple user support where the help files are not sufficient. When support exceeds 10 minutes in duration it is generally regarded as training. The licensor or reseller reserves the right to invoice time spent or refer the user to training courses. Any problems with logging in to the Services outside Primary period, shall be forwarded to phone + 47 21 55 43 00. Support may be handled by reseller or a partner of licensor. See partners support agreement for details. Licensor is not responsible for any partner support or terms that differs from terms stated in this CLA.
Creation of a new company client inside the Services includes the following: Creation of a new client with the named users, usernames and passwords. Company has to estimate between 2-5 workings day for a new company client to be set up, in cases where licensor set up the company clients. If the licensee needs assistance to import data, this will be charged on the basis of the time involved to perform importation thereof. Visit the webpage for available types of training. Any agreed upon training will be invoiced after this CLA has been accepted.
9. Monthly fee
The Monthly fee includes: Hosting of the Services, backup of data and all future upgrades and maintenance of the Services.
10. System requirements
The Service is available on all web browser platforms, apart from some modules or functionality that require the latest version of Internet Explorer. For the best performance licensor recommend a minimum screen resolution of 1024×768. Licensor cannot guarantee against lag errors due to updates of browsers, operating systems or other external sources that are used to run the Service. Licensor can neither guarantee that all functionality will function as intended with all versions of different web browser, especially after web browser upgrades. The Service also include a mobile alternative with functionality specially adapted for this purpose. Mobile version may be priced separately.
11. Disk Size
There is five (5) GB of disk size included in this CLA for the first (1) user, and additionally two (2) GB of extra disk size per extra user. External accountant, auditor or other free users are granted disk size, but are limited to use the above. Any additional storage space, has an extra cost per month. Scanned accounting vouchers do not occupy this storage. The price for scanned accounting vouchers are priced separately. The free version (not available in all markets) includes one (1) GB storage.
It is the licensor’s responsibility to back-up the data on a daily basis and store the backup for five (5) days. The backup service includes restoration of data in the event of a potential server crash or a loss of data, caused by the system. The licensor warrants that the service does not entail the risk of losing data structures or data beyond one backup interval. Any failure of back-up routine is the responsibility of the licensor.
13. Third party and API use
By accepting third party ancillary services, licensee accepts that third party is granted access to licensee’s data through the licensors API. Licensor is not responsible for third party operating procedures, support, customization or development. Licensee is there for strongly advised to read and accept any third party terms and conditions for the ancillary service. Licensee has the sole responsibility for setting third party access limitations for their users. By accessing third party services included in the Service, by any of licensee’s users, licensee assumes the responsibility for the payment of these third party services (also SMS sent in connection with the use of the Service, eg. Bank confirmation SMS). Even if services are branded or whitelabeled as 24SevenOffice, they may still be third party ancillary services and be subject to the terms of this paragraph (eg. 24SevenOffice NettLønn). The third party services will be charged on the next invoice from licensor or third party reseller, a separate invoice, or gathered at a later time depending on the third party services used. It is Licensee´s responsibility that access rights to the bank module is given to persons with proper access rights. Licensor is not responsible for any loss Licensee may have through the use of the bank integration. API usage will be invoiced based on transactions and number of web services used. Licensor may at any time change the frequency and volume for any transaction sent to 24SevenOffice API. The licensor expressly reserves the right to the Services and the terms and conditions of the subcontractors if any such variations or changes prove to be more expedient in terms of the development of the Services or if the price terms change. New terms and conditions for the Services will then prevail those in this CLA. The Licensor is not responsible for commitment entered into by a third party that could represent an obstacle to the performance of this Agreement.
14. Distributed Invoices
Distributed invoices may be, but is not limited to electronic invoices, invoices by traditional mail or as attachments to emails. It is Licensors right to decide which formats for electronic invoices that is to be supported. Distributed invoices do not include invoices printed by Licensee and sent by other channels. Licensee grants Licensor the right to perform its duty as an invoice operator on behalf of Licensee, so that transactions may be provided by established networks. Licensor is responsible for delivering distributed invoices to Access point, not from Access point to the receiver of the invoice. Email compounds may be unavailable for reasons beyond Licensors control, such as, but not limited to, activated filters or changes made by the recipient. Of these reasons Licensor cannot guarantee that the distributed invoice is delivered to receiver. The distributed invoice may be marked as delivered as soon as it is delivered to Access point. Licensor has no responsibility concerning time spent on delivering a distributed invoice or any claims arising as a result of the delivery. Licensor is not responsible for the content of the distributed invoice or the interpretation of the content upon reception. The distributed invoice may content personal data, in these cases Licensor refer to law on personal data. Licensee has the responsibility that the content is real and legal. Licensor has the sole right to change Access point at all time, to give Licensee the best possible Service. Licensor may outsource the whole or part of this service to the best third party at any given time. When the first distributed invoice is sent, Licensee accept that Licensor or affiliated partner has the right to contact all of Licensees suppliers with information about the advantages with sending Licensee distributed invoices. Licensor or reseller will invoice Licensee for time spent on any tasks related to distributed invoices that is not of standard delivery. Licensor has no responsibility for distributed invoices and reminders are payed by the receiver. If Licensee is not paying the invoice for transactions, Licensor shall have the right to suspend parts of the complete Service without delay. By accepting this CLA, Licensee also accepts Licensors terms for distributed invoices and will be enrolled into centralized registers for receivers of electronic invoices.
15. Trade conditions of InStore
InStore is a marketplace for inside the Service, where customers and partners of licensor have the possibility to market their services. For this licensor require, in addition to the regular subscription amount, an individual agreed fee. These fees can either represent a percentage of revenue, and / or a fixed amount per transaction. On the sale of subscription fees, this can pose a similar share of the recurring sales price in the future. Licensor takes no responsibility for the orders that flows through InStore are real and / or the customer / supplier is credit worthy. Licensor takes no responsibility for the customer / supplier to comply with their payment and delivery terms. Licensor refer to each supplier’s terms and conditions. Licensor is only facilitator / marketplace and cannot be held liable for any direct or indirect loss on the purchase or sale in InStore. Licensor must pre-approve any store that will be created in the InStore. If the store sells and markets, after licensor opinion, inappropriate products / services or products / services that violate the law and / or Licensors ethical guidelines, Licensor reserves the right to immediately remove the store. Licensor reserves the right to freely organize and index all stores in the order licensor at any time see best fit. If a store does not comply with their trading conditions or the minimum conditions that Licensor believes should apply for a store, the store may be removed after a written warning. The store will have 1 week to repair the relationship before the store is removed. If licensor considers the infringement as gross, gross lack of supply or delivery conditions, the store can be removed immediately. Licensor reserves the right to change prices and conditions in InStore at 3 months notice. InStore is not available in all markets.
16. Data and Copy Rights
While licensor is only responsible for the distribution of the data, data inside the Service belongs to the legal entity that owns the accounting information (registered company number in the company client). All data entered by the licensee or any third part is their property and they have full ownership of the data. The Licensor may, upon prior notice to the licensee, delete data considered harmful for the system or data that is illegal. The licensor also has the right to delete data on any free versions that have not been used for the last six months. The source code, design and other aspects of the system are considered the licensor’s property and only the licensor have the ownership of it. The licensee may not edit, copy, resell or in any other way distribute the Services absent a written agreement with the licensor. Any improvements or tailoring of the Services according to the licensee’s needs will be considered the licensor’s work and the copyright will remain with the licensor.
17. Privacy – Data Processor Agreement
18. Force Majeure
In case the implementation of this CLA is partially or completely prevented, or is hindered to a substantial degree by conditions beyond the control of the parties, the duties of the parties shall be suspended to the extent the conditions are relevant, and for such a period as the conditions continue. These conditions include, but are not restricted to, strikes and lockout and each condition that local law would consider force majeure or that is beyond the control of the parties. However, either party may terminate this CLA if the case of the force majeure makes it particularly burdensome to maintain the Agreement.
If the licensee fails to perform any of the provisions of this CLA or the EULA, the licensor can cancel the CLA with immediate effect. Non-payment to the licensor will in all cases be seen as a failure to perform the CLA and will result in immediate cancellation of the CLA (and access to the Service will not be granted). If the breach is a result of non-payment, the Service may be re-established when the licensee pays the unpaid invoice plus an additional invoice for the next period.
The Licensor claims the right to audit the number of Services delivered by Licensor that Licensee is utilizing. Deviation with contractual use will be invoiced (but not more that than a period of two years after the deviation was discovered). The Licensor also claims the right to audit the number of scanned accounting vouchers, so that it concurs to the amount of scanned vouchers that are agreed upon. Licensor or reseller will invoice any aviation without notice. Future license fee will be adjusted accordantly to the corrected number of scanned accounting vouchers. Scanned vouchers that have not been used will not be remitted. Licensor shall have the rights to choose and change subcontractor of any scanning or interpreted data/services at any given time. In order to assure the quality of scanned data, Licensor is granted access to scanned data, where interpreted data is part of the service.
The term of this CLA is twelve (12) months with automatically renewal for the same period of time. The term for additional users and/or additional modules (add-ons) is equal to the initial term of this CLA.
22. Invoicing and termination
The invoiced period shall start the day this CLA is accepted. All invoices from licensor will be electronically. Licensee accepts that licensor may draw repetitive amount from credit cards or online payment services, when this payment form is established. Decrements of users/modules in the preliminary term will take effect from the first invoice in the succeeding term. Additional users will be invoiced from the date the purchase is accepted. The licensee will be invoiced in advance for a default period of three (3) months or for one (1) year if the amount is below €70 per month, plus invoice fee. Invoices on paper will have an additional invoice fee. Transactions will be invoiced monthly if not licensor chooses to accumulate these to specific times during the year. Pricing of invoice transactions can be changes with one (1) month notice if the terms from the subcontractor changes. This may be changes such as postage rates at home and abroad. The prices are indexed per 01.01 of each year in accordance with the Norwegian consumer price index or any other index superseding the foregoing. If an indexation regulation is not made on this date, the licensor retains the right to index the amount for multiple periods at a later date. The licensor have the right to change all prices upon giving three (3) months notice. The licensor may subsequently choose to charge for any free version of the Services upon a six (6) months notice. Licensee may terminate the CLA with three months prior to the renewal of the term of this CLA.
23. Export of data at Termination
If the CLA is terminated and the licensee wishes licensor to help exporting data, this will be invoiced separately. The export of data will be charged as a whole as consulting time at the prevailing hourly rate. The licensor has no obligation to store data after the pre-paid period. The licensee is responsible to export data and vouchers accordingly to the laws in their respective countries. To avoid data export, licensee may choose to continue to pay for one licensee and the amount of storage.
24. In case of Bankruptcy
The access to the Service will only be open for the pre-paid period. To gain access to the Service after the pre-paid period, a trustee in bankruptcy may purchase such access accordingly to fixed prices.
25. Disputes and governing law
Any conflicts shall be subject to the courts of Oslo, Norway, and the CLA is governed by Norwegian law
Edited: August 03, 2016
Moved sentence about invoicing to proper paragraph. Definition of Force Majoure is changed from Norwegian to local law. Since 24SevenOffice no longer has any setup price for licenses, paragraph 3 has been updated. Clarification about access for law-binding supervision.
Edited: April 25, 2016
Clarification in text about distributed invoices.
Edited: February 24, 2016
Clarification of definitions of reseller, licensor, entering into force and formulations in general.
Modified System requirement that wrongly demands Internet Explorer for the use of 24SevenOffice.
Edited: November 4, 2015
Clarification in the section about privacy
Introducing 24SevenOffice NettLønn and 24SevenOffice Mobile as part of the Service
Previous version: January 27, 2014