SUBSCRIPTION, PRODUCTS AND SERVICES
The Product, Subscription and/or Service Agreement (the "Agreement") is between LinSpes ("LinSpes") and any purchaser ("Customer") of LinSpes' support-, product- and/or subscription services ("Service") and accepts the terms of this Agreement. PLEASE READ THIS AGREEMENT PRIOR TO ORDERING LINSPES' PRODUCTS AND SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OF OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF THE CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN THE CUSTOMER MUST NOT PURCHASE LINSPES' PRODUCT NOR SERVICE. GENERAL TERMS AND CONDITIONS 1. EFFECTIVE DATE/TIME
: The Effective Date of this Agreement is the date on which the Customer orders- or schedules LinSpes' Product and/or Service. 2. TERM AND TERMINATION
2.1 SUBSCRIPTION TERM: The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year. Beyond the initial term, this Agreement shall be renewed for successive one (1) year periods, unless the parties agree to a different term at the time of renewal or unless either party terminates this Agreement as set forth below. Customer shall remain obligated for all fees through the date of termination.
2.2 TERMINATION OF SUBSCRIPTION FOR NO CAUSE:
Either party may terminate this Agreement beyond the initial term upon two (2) months written notice before a new period begins.
2.3 TERMINATION OF SUBSCRIPTION FOR BREACH:
LinSpes may terminate this Agreement (i) if the Customer commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days of receipt of a written notice of such material breach, or (ii) if the Customer fails to pay an invoice when due, or (iii) as otherwise provided in this Agreement. The customer may terminate this Agreement in the event LinSpes commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days of receipt of written notice of material breach.
2.4 REQUIRED MAINTENANCE SUBSCRIPTIONS:
Some services and products may require maintenance and monitoring subscriptions. Cancellation of such subscription will result in product functionality being disabled. The invoice is considered the contract and it is clearly stated that the subscription is required when the product or service is sold. 3. PRICING AND PAYMENT
3.1.1 PRICING: All prices quoted by LinSpes are exclusive of any tax. The customer agrees to pay all taxes, when applicable, excluding any taxes on LinSpes' net taxable income. Any renewal of this Agreement will be at LinSpes' list prices in effect at the time of such renewal. LinSpes is not committed to publicly announce new list prices prior to any Agreement renewals.
3.1.2 NO-SHOW FEE: Scheduled projects that are postponed, due to the customer not showing up on time, will be charged two (2) consultancy hours if the location is within Norway. The fee is one (1) consultancy day if location is outside Norway.
3.2 PAYMENT: All payments due under this Agreement are non-refundable. In the event that the customer fails to make payment to LinSpes, the remedies available to LinSpes shall include (i) suspending services until full payment for all fees including late fees, re-opening fees and interest (equal to the lesser of 1 percent per month, or the maximum rate permitted under applicable law) is received by LinSpes, or (ii) terminate this Agreement without any notice. 4. WARRANTY
: To the maximum extent permitted by applicable law, except as specifically stated in this Agreement, the Service is provided "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. LinSpes DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE. 5. LIMITATION OF LIABILITY
: To the maximum extent permitted by applicable law, IN NO EVENT WILL LinSpes BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN TORT OR IN CONTRACT, INCLUDING LOST PROFITS, LOST SAVING OR OTHER DAMAGES ARISING UNDER THIS AGREEMENT EVEN IF LinSpes HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LinSpes LIABILITY HEREUNDER EXCEED THE AMOUNT THAT THE CUSTOMER PAID TO LinSpes UNDER THIS AGREEMENT DURING THE TERM OF THIS AGREEMENT. 6. CONFIDENTIALITY AND COMPETITION
6.1 The customer and LinSpes agree to maintain the confidentiality of the proprietary information, except such information that is public, received by the other party for a period of three (3) years following termination of this Agreement.
6.2 The customer is not allowed to hire or do any business, directly or indirectly, with employees, contractors or former employees of LinSpes without the consent of LinSpes. This is excempted former employees and contractors, who have not been working for LinSpes for more than two years. 7. GENERAL
7.1 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, understandings or agreements between the parties.
7.2 NON-TRANSFERABLE: This Agreement may not be transferred, assigned, or distributed without the prior written consent of LinSpes. Any attempted transfer, assignment or distribution without LinSpes' prior written consent shall terminate this Agreement and LinSpes shall have no further obligation hereunder.
7.3 GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of Norway, exclusive of its conflict of law provisions.
7.4 VALIDITY: If any part of this Agreement is found invalid or unenforceable, the remainder shall be interpreted so as to reasonable effect the intention of the parties.
7.5 EXPORT: Each party agrees to comply with any applicable export control laws and regulations.
7.6 TRAVEL: When LinSpes Engineers are to travel outside of Sandefjord (Norway) to support the Customer, a fee is charged per kilometer (from LinSpes' office).