General Terms and Conditions

VERSION 2.0 – LAST REVIEWED AND UPDATED SEPTEMBER, 2023.

GENERAL
1. The General Terms and Conditions (“GTC”) forms part of an agreement (the “Agreement”) between Vind Technologies AS (“Vind”) and the other legal entity (the “Customer”) as defined in the Subscription Agreement.
2. Vind and the Customer may collectively be referred to herein as the “Parties”, and each as a “Party”.
3. The GTC shall apply in full unless otherwise is set out in the Subscription Agreement.
4. The Agreement consists of any applicable Subscription Agreement, these GTC, the Terms of Use (“ToU”) and the Data Processing Agreement (“DPA”). In case of conflict between the documents referred to above, the documents shall prevail in the order they are listed, and the Subscription Agreement with the latest effective date shall prevail over other Subscription Agreements.
5. These GTC specifies the general terms and conditions for the Customer’s use of the services provided by Vind (the “Services”) as specified in the Subscription Agreement.
6. By signing in writing or electronically accepting the Subscription Agreement or by other means taking the Services into use, the Customer acknowledges to be bound in full by the terms and conditions of this Agreement.

USE OF THE SERVICES
1. The following individuals shall be granted access to use the Services by Vind upon the Customer’s request in accordance with the Agreement (each a “User”):
  1. individuals employed or retained by the Customer;
  2. individuals retained by a project entity to provide services to the Customer in connection with a specific project;
  3. individuals employed or retained by the Customer’s cooperating entity in connection with a specific project; and
  4. other individuals specified in the applicable Subscription Agreement.
2. The User’s access to the Services are conditioned on the User’s acceptance of and compliance with the ToU and applicable terms and conditions of any relevant third-party providers.
3. The Customer shall ensure that the User complies with the ToU and that the use is permitted pursuant to the applicable terms and conditions of third party providers of content. The Customer further warrants that the User shall be bound by the terms and conditions of the Agreement and that the Customer shall be liable for the User’s acts and omissions as for its own.
4. The Customer and the User shall not and shall not allow any third party to:
  1. decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from any component of the Services;
  2. allow third parties to gain access to the Services, or sublicense, transfer, sell or otherwise assign its account at the Services or the Services itself to any third party;
  3. alter, embed into any other product or otherwise create derivative works of, or otherwise modify the Service;
  4. interfere with or disrupt the integrity of the Services, software or data;
  5. attempt to gain unauthorised access;
  6. interfere with another customer or User’s use of the Services.
5. Certain technical requirements, e.g., internet access, are necessary to provide the User access to the Services and its functionalities. The Customer is solely responsible for attaining these.
DELIVERY OF THE SERVICES
1. Subject to the Agreement’s terms and conditions, Vind hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable, royalty bearing, revocable limited right to allow the User to use the Services as specified in the Agreement.
2. The Services are offered by Vind to the Customer as a software-as-a-service (“SaaS”). Unless otherwise specified in the Subscription Agreement, the Services will be available to the Customer without unreasonable delay once Vind has accepted the Subscription Agreement.
3. Vind will exercise reasonable skill and care in providing the Services. The Services are subject to changes, development and updates, whereas the Services’ functionality and infrastructure will evolve and change from time to time at the sole discretion of Vind.
4. Unless otherwise specified in the Agreement, the Services are provided on an ‘as-is’ and ‘as-available’ basis.
5. Vind will provide reasonable efforts to remedy any unavailability of or errors in the Services and exercise planned maintenance outside of regular business hours.
6. Vind offers support via e-mail and chat, for the duration of the relevant Subscription Term as specified in the Subscription Agreement. The support is aimed at solving technical errors or problems experienced by the Customer relating to the use or the functionality of the Services.
PAYMENT
1. The Customer shall pay Vind the fees for the use of the Services as defined in the Subscription Agreement.
2. Unless otherwise explicitly stated in the Subscription Agreement, the Customer shall pay the fees within thirty (30) days of issue of an invoice by Vind. All fees are invoiced in advance for the duration set out in the Subscription Agreement.
3. Vind is not liable to refund any paid fees to the Customer upon termination of the Agreement.
4. If the Customer fails to make payment by the agreed time (payment default), Vind shall be entitled to interest on any overdue amount in accordance with Act no. 100 of 17 December 1976 concerning interest on late payments, etc. (the Norwegian Interest Act).
5. Vind is entitled to adjust the fees each calendar year. In case of an increase in the fee, such increase shall not exceed the increase in the Norwegian Consumer Price Index from January of the previous year to January of the present year.
BREACH OF THE AGREEMENT, LIMITATION OF LIABILITY AND INDEMNIFICATION
1. The failure by a Party to fulfil any of their obligations pursuant to the Agreement in a timely manner shall constitute a breach of the Agreement.
2. A Party in breach of the Agreement shall remedy the breach at its own cost without undue delay.
3. The Services are provided by Vind without any express or implied warranty, condition or assurance of any kind. This means that Vind does not warrant that the Customer’s use of the Services or the data made available will meet the Customer’s requirements or that the use of the Services will be uninterrupted, timely, secure or free from errors or harmful components. Nor does Vind warrant that any data the Customer obtains by using the Services will be accurate or reliable. In addition, Vind makes no warranties of satisfactory quality, merchantability or fitness for a particular purpose with respect to the Services and the data.
4. No Party shall be liable towards the other Party for any indirect, incidental or consequential damages or losses of any kind, including but not limited to loss of production, loss of goodwill, loss of profits, loss of data or loss of business.
5. The limitations of liability as set out in this Agreement shall not apply with respect to damages caused by gross negligence or wilful misconduct, or in relation to the indemnities offered in Clause 5.8. Nor shall anything in this Agreement limit or exclude a Party’s liability which may not be limited or excluded by law.
6. Vind shall be liable for subcontracted obligations and its subcontractors’ acts or omissions as for its own. Vind’s said liability is subject to the limitations of liability as set out in the Agreement, including in Clause 5.4 and Clause 5.7.
7. No Party shall be liable towards the other Party for any losses exceeding the amounts paid by the Customer (exclusive of any VAT) under the Agreement for the 12 months preceding the month in which the breach forming the basis for the claim occurred.
8. The Customer shall indemnify Vind, its affiliates, and their respective directors, officers, employees, and agents, and defend and save each of them harmless, from and against losses resulting from any and all suits, investigations, claims, or demands from any third party (including actions by government authorities) arising out of or relating to the Customer’s unlawful use of Vind’s Services. The Customer shall be given immediate and complete control of such claims. Vind shall not prejudice the Customer’s defense of such claim and provide the Customer reasonable assistance in connection with such claim.
INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP OF DATA
1. With the sole exception of the licence granted pursuant to Clause 3.1, nothing in the Agreement shall be construed to transfer or license any intellectual property rights from Vind to the Customer or any third party.
2. Any and all intellectual property rights, including all inventions, patents, circuit designs, copyright, trade secrets, know-how, brand names, trademarks and any other industrial and/or intellectual property rights (“Intellectual Property Rights”) to the Services, software or technology required to provide the Services, data, documentation or other materials provided by Vind, and any updates, amendments, modifications, changes, improvements and further development and derivatives thereof, shall be the sole and exclusive property of Vind.
3. Vind will own all right, title and interest in and to any suggestions, ideas, enhancements requests, feedback, recommendations or other information provided by the Customer pertaining to Vind’s Intellectual Property Rights.
4. The Customer is solely responsible for the lawfulness, reliability, integrity, and accuracy of data received by Vind from the Customer, or from a third party on behalf of Customer for use as basis for the Services, including raw data and processed data, i.e. in the form raw data appears after it has been processed by Vind, and personal data (“Customer Data”).
5. The Customer shall retain ownership of its Customer Data.
6. Vind may use Customer Data to provide, secure, and improve Vind’s technology and is hereby granted a limited, royalty-free, non-revocable, perpetual and sublicensable right to use the Customer Data for such purposes, provided that Vind shall not use the Customer Data for other purposes than explicitly permitted under the Subscription Agreement and not use the Customer Data in a way that compromises the confidentiality of the Customer Data. Furthermore, Vind shall anonymise the Customer Data before using it for the purposes described in this Clause 6.6, such that the Customer and the User cannot be identified. Vind shall never disclose Customer Data to third parties. As set out in Clause 6.5, the Customer shall remain the owner of the Customer Data.
7. Nothing in this Agreement shall limit Vind from tracking, analysing, presenting, and visualizing data on the Customer’s and/or Users’ use of and interaction with the Services to understand, secure, optimize, and improve Vind’s technology and use thereof, including the adoption and usage of features, user engagement, and user experience. Notwithstanding the foregoing, Vind shall never disclose such data to third parties.
TERM AND TERMINATION
1. The Agreement commences on the earliest of the date defined as the “Start Date” and the signing date of the Agreement, both stipulated in the Subscription Agreement. The Agreement shall remain for as long as the Customer has an active subscription for Services under the Agreement.
2. The subscription terms for the Services are defined in The Subscription Agreement as the “Subscription Term”. Unless otherwise explicitly stated in the Subscription Agreement, the Agreement and/or any subscription for Services may not be terminated by the Customer during the Subscription Term.
3. The Subscription Agreement expires by the end of the Subscription Term. The Parties may, however, agree on the execution of a new Subscription Agreement.
4. Vind is entitled to terminate the Agreement if the Customer fails to make payment when due and such failure to pay remains unremedied for a period of thirty (30) days after written notification of non-payment. In the event of termination for payment default, Vind is entitled to suspend the User’s access to the Services immediately after the thirty (30) days period.
5. If a Party is in material breach of the Agreement, and such failure is not remedied within sixty (60) days of receipt of the non-breaching Party’s written notice thereof, the non-breaching Party may terminate the Agreement for cause with immediate effect by giving written notice of termination to the breaching Party.
6. A Party may also terminate the Agreement upon written notice to the other Party if the other Party:
  1. becomes subject to bankruptcy, debt rescheduling proceedings, composition with creditors, or any other form of creditor intervention; or
  2. is claimed to be dissolved by any court or competent administrative body.
7. Upon termination or expiration of the Agreement, the Customer shall immediately pay any outstanding amount to Vind, cease all use of the Services and destroy associated documentation.
CONFIDENTIALITY
1. Each Party undertakes, without limitation in time, to keep, and to procure that its respective affiliates, employees and other parties acting on its behalf keeps, confidential any information of a confidential nature concerning the other Party and its services and businesses that they obtain knowledge of in connection with this Agreement, including but not limited to information about the other Party’s administrative, financial or technical matters, as well as any Intellectual Property Rights (“Confidential Information”).
2. The fact that Vind provides Services to the Customer is, for the avoidance of doubt, not regarded as Confidential Information and the Parties have the right to disclose the contractual relationship of the Parties.
3. The confidentiality obligation does not apply to:
  1. information that is or becomes publicly known for reasons other than by a Party’s breach of its obligation to keep such information confidential under this Agreement;
  2. information that was already in the receiving Party’s possession; or
  3. information developed by a Party independently of this Agreement.
4. A Party may disclose Confidential Information insofar as this is prescribed by law or regulations, pursuant to an order issued by a competent authority. In the event a Party receives a validly issued administrative or judicial process requesting Confidential Information of the other Party, it shall provide prompt notice to the other Party of such receipt.
PERSONAL DATA
1. In order to administrate customer relationships and provide the User access to the Services, Vind may process certain personal data concerning the Customer’s personnel or the User. Information on how Vind processes personal data may be found in Vind’s privacy policy, available at https://app.vind.ai/privacy.
2. Vind’s DPA shall apply to any processing of personal data by Vind on behalf of the Customer in the performance of the Subscription Agreement.
ASSIGNMENT
1. Vind may, by written notification to the Customer, assign the Agreement or any part thereof. The Customer shall not assign the Agreement or any part thereof unless agreed between the Parties in writing.
FORCE MAJEURE
1. Vind shall not be liable if prevented from or delayed in performing its obligations by acts or events beyond its reasonable control, including war, strike, lockout, riot, epidemic, pandemic, and natural catastrophes such as flood, fire, earthquake, hurricane, volcanic eruption, and sandstorm; utility, network or device failure external to Vind or its cloud service providers; and third-party attacks, including but not limited to distributed denial of service, directed attacks targeting Vind, or impacting the Services (“Force Majeure”).
2. The Customer may terminate the Agreement in writing with fifteen (15) calendar days’ notice if the Force Majeure lasts or is expected to last for more than ninety (90) calendar days from the date on which the Force Majeure arose. Each of the Parties shall cover their own costs associated with such termination of the Agreement. Neither Party shall be entitled to bring a claim against the other as a consequence of the termination of the Agreement in accordance with this provision.
AMENDMENTS TO THE AGREEMENT
1. Vind shall be entitled to update the Agreement to reflect changes in applicable laws or correct grammatical errors.
2. Without prejudice to Clause 4.5 and 12.1, Vind shall only be entitled to make amendments to the Agreement once every twelve (12) months. Such amendments shall be limited to amendments not significantly affecting the rights or obligations of the Customer (“Non Material Amendments”) and shall be subject to prior written notice.
GOVERNING LAW AND DISPUTE RESOLUTION
1. This Agreement is governed by the laws of Norway.
2. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, if not settled by negotiations between the Parties or abandoned, shall be finally settled by the courts Norway, with Oslo District Court as legal venue.