TERMS OF USE
REGARDING
SIMPLIFAI AS’ SOFTWARE SOLUTIONS

 

1.     The Software:

The Software is a cloud-based system where the party who has legal access to the Software by means of an agreement with Simplifai or any Simplifai partner (“the Customer”) is granted access to a web interface in order to configure and train the Software to Customer’s needs in co-operation with Partner. The Software may also include specific parts of code built by Simplifai, to be installed on Customer’s web site or integrated into Customer’s other software solutions in co-operation with any partner. Simplifai will maintain and develop their solutions and the functionality and capacity of such software may consequently evolve throughout the duration of the Agreement. Updated descriptions of the Software will be available at the Simplifai’s web pages. Solutions tailored to the Customer’s requirements will not be changed unless agreed with the Customer.

2.     The Customer’s right of use

The Customer is, pursuant to the terms of these Terms of Use, given a subscription-based right to use the Software to fulfill the objectives defined in any specific agreement between the Customer, Simplifai and/or any Simplifai partner. The Customer’s right of use is limited to the use reasonably considered necessary for attaining the object of these Terms of Use and does not grant the Customer any rights beyond this. Simplifai will retain any proprietary-, intangible- and intellectual property rights to the Software and -solutions, including copyright to all adaptions configured specifically for the Customer, unless otherwise agreed in writing and enclosed to these Terms of Use.

 

At the term of these Terms of Use/end of the subscription period, the Customer’s right to use any and all material governed by copyright and/or other proprietary rights, which Simplifai or the Partner has given the Customer access to under the duration of the Agreement, and/or the right to use the Supplier’s data, will automatically cease.

 

Neither during the Agreement nor after it ceases does the Customer have the right to copy the composition of Software or any other parts of the Supplier’s work methods or other know-how, or the right to reverse engineer, decompile, disassemble the Software. 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.

 

The Customer cannot exploit the results or intangible rights generated by the use of the Software in any other way than described in the right of use above, unless otherwise specifically agreed with the Supplier.

 

The Customer’s right to use the Software is subject to the Customer having paid the agreed remuneration to the Supplier.

3.     Indemnity

Simplifai is obliged to provide the Customer with the necessary licenses to enable the delivery of the Software to the Customer throughout the term of the Agreement. Simplifai shall indemnify the Customer for any claims that sub-suppliers raise against the Customer for breach of their intellectual property rights. The Customer shall immediately notify Simplifai of such claims.

The Customer shall indemnify Simplifai for claims arising from a third party claiming that data, software, know-how or services that the Customer uses when accessing services or is stored using Simplifai services, violates any copyright or proprietary rights or the rights of data subjects under applicable data protection law.

Notwithstanding Clause 10, the Customer shall indemnify Simplifai against any costs, claims, expenses (including reasonable legal costs) damages, liabilities, fines, actions and proceedings brought against Simplifai by any third party (including but not limited to data subjects) arising out the Customer’s breach of applicable data protection legislation or these Terms of Use.

Both Parties have the right, at their own expense, to assume the defense of the claims that they shall indemnify the other Party under this provision.

4.     Development

Simplifai has the right to develop the Software throughout the term of the Agreement, including development based on data and experience gained as a result of the Agreement. If Simplifai develops a new version of the Software with substantially modified properties compared to the version that the Customer has been given access to, the Customer shall be notified when the version is completed. The Customer shall then have the right to request access to the new version for test purposes.

 

If the Customer wants to implement the new version on the commercial terms applicable to that version at the time Customer places the order, Simplifai is obliged to offer such work as is necessary to grant Customer access to that version, provided that Simplifai has available capacity. Such work is carried out on a time and materials basis.

 

Simplifai will only guarantee that language modules and software can be integrated with later versions of the Software if these are not adapted to the Customer’s needs in a way that makes them incompatible with later developed solutions. If, after delivery, the Customer has modified the Software in a manner that makes it difficult to integrate a new version of the Software with the Customer’s solution, Simplifai shall notify the Customer of that fact.

5.     Personal data

Where Simplifai processes personal data of the Customer, such personal data shall not be processed in any way other than what is necessary for Simplifai’s fulfillment of its obligations under the Agreement and in accordance with Simplifai’s privacy policy which can be found here: www.simplifai.ai/privacy.

 

The Customer and the Partner are separate data controllers in regard to their processing of personal data through the Software and otherwise. The customer acknowledges that Simplifai is not responsible for the Customer’s processing of personal data belonging to its own end-user. Simplifai’s role as a separate data controller of personal data received from the Customer or the Partner shall be limited to the purpose of providing and operating the Software for the benefit of the Customer. The Customer is strongly encouraged to read the privacy policy and any terms and conditions of the Partner who processes its personal data and Simplifai disclaims any responsibility or liability for the Partner’s processing of such data.

 

Customer warrants and represents that personal data have been collected under a valid legal basis, that it will obtain any necessary consent from or on behalf of any relevant data subjects prior to transferring their personal data to Simplifai, that the concerned data subjects have been informed of this arrangement and consented to Simplifais’s processing of their personal data in accordance with its privacy policy, that the Customer is entitled to transfer and allow Simplifai to transfer personal data in full compliance with applicable data protection legislation, including where applicable transfers to countries outside of the European Economic Area in accordance with Simplifai’s privacy policy. The Customer is solely responsible for determining whether it can utilize the Software in accordance with applicable data protection legislation and warrants that in carrying out its obligations under these Terms of Use it will not breach applicable data protection legislation or do or omit to do anything that might cause Simplifai to be in breach of the same.

6.     Confidentiality

All information that the Parties gain access to, or knowledge of, in connection with the performance of the Agreement, shall be considered confidential information unless the information in question is demonstrably publicly available at the time the information was transferred.

The parties are required to take reasonable precautions to safeguard confidential information and shall at the minimum treat the information obtained in a manner similar to the way the receiving Party safeguards its own confidential information.

The Parties’ employees or sub-suppliers may be granted access to confidential information to the extent necessary for the proper and efficient performance of the Agreement. The receiving Party is responsible for ensuring that those who are given access to such information are made familiar with the confidentiality provisions laid down by these Terms of Use and impose on the person(s) concerned the same confidentiality as under this provision.

Following the termination of the Agreement, both Parties undertake to return confidential information received from the other Party in connection with the Agreement.

This confidentiality provision applies from the time of contract until three years after termination of the Agreement.

Simplifai has the right to refer to the Customer’s choice of Simplifai’s services and the type of services provided in connection with sales and marketing activities.

7.     Service quality / Liability for damages

Simplifai shall correct technical errors in the Software, in order to ensure that the functionality the Software had at delivery remains intact. Simplifai has no liability for any development, integration, implementation or training by Customer, nor functionality that is developed through training the system, including but not limited to any express or implied warranties that such developments remain stable during the term of these Terms of Use.

 

Integrations of Simplifai’s software with the Customer’s other software systems and/or suppliers, as well as Customer, adapted software, may have to be modified due to the development of the Customer’s other suppliers/software. Simplifai has no liability for such changes.

 

Except for the items specified in the first paragraph, these Terms of Use do not include any other items. Simplifai does not issue any guarantee regarding any specifically agreed support- and service assignments beyond those explicitly covered by the terms of these Terms of Use.

 

Unless otherwise agreed, the following limitations apply to the Parties’ right to compensation for breach of these Terms of Use:

  1. 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.
  2. If a price reduction is agreed due to a reduction of service level, the price reduction shall be considered a complete settlement of the Supplier’s liability, and any further compensation for such circumstances during the compensation period will be barred.
  3. The total claim for compensation under these Terms of Use, including price reduction due to reduced service level or recourse claims for privacy-related fines and damages, cannot exceed the amount invoiced for three months in accordance with the current price, excluding VAT.

Other claims for compensation than those arising from this provision cannot be claimed between the Parties, unless otherwise specifically stated in other provisions of these Terms of Use.

8.     Assignment

The Parties are entitled to assign its rights and duties under these Terms of Use to other legal entities in the same corporation. Transfer of duties under the Agreement to a third party requires the other Party’s written consent. Changes in the ownership structure of any Party is not to be considered a transfer of rights under these Terms of Use.

9.     Force Majeure

If the performance of the Parties’ obligations is prevented by unforeseen circumstances beyond the Parties’ control, the Parties’ obligations will be suspended. The Party claiming Force Majeure shall notify the other Party without undue delay. None of the Parties are entitled to additional payment or compensation as long as the Force Majeure period lasts.

Each Party may terminate the Agreement if a substantial part of its performance is prevented for more than 60 days. The Customer shall pay the agreed price for the part of the work/licenses available that was contractually delivered before the termination of the Agreement.

10.   Choice of law and disputes

The Parties’ contractual relationship is governed by Norwegian law, without regard to its choice of law principles.

Disputes relating to these Terms of Use, which cannot be settled by negotiations between the Parties, shall be settled by the ordinary courts, with Oslo District Court as a legal venue.