1.1. Purpose of the Agreement
Upon booking and delivery of consulting services, the conditions set forth herein shall be regarded as agreed between the parties (“the Agreement”).
The Agreement governs the provision of information security related services (the “Assignment”) by Encripto AS (“the Supplier”).
1.2.1. Regular Working Hours
Regular working hours are business days (Monday to Friday), from 08:00 to 16:00.
1.2.2 Elapsed Time
Elapsed time is the total sum of time spent traveling and on performing tasks for the Customer.
1.2.3. Traveling Time
Actual traveling time is calculated from the moment the Supplier’s representative leaves his/her regular work place and until he/she arrives at the agreed meeting place, and similar time spent on returning to his/her regular work place. For assignments involving accommodation, travel time also applies to the time spent between the location of the assignment and the lodging.
1.2.4 Consulting Services
Consulting services refer to all the activities performed by the Supplier’s employees on behalf of the Customer, and which are not regulated as a part of another agreement between the parties.
The Agreement covers services as described in Section 3: Description of Services and Order Confirmation.
The delivery only includes those service elements that are specified and priced in the Order Confirmation.
1.4. Contact Information
If there are any questions concerning the contractual or commercial conditions, the contact person of the Customer or the Supplier shall be contacted.
On agreement of evening and night work, the Customer shall provide a contact person who will be available by phone throughout the period the evening and night work lasts. If during the execution of evening and night work, a situation arises that requires involvement and decision on the part of the Customer, the Customer accepts that the Supplier makes the necessary decisions and the costs this may entail, if the Customer’s representative is unreachable.
This only applies when the decision cannot be postponed to the next day.
1.5 Duties of the Customer
1.5.1 Duty of Disclosure
The Customer shall contribute to the completion of the Agreement in good faith. The Customer shall unsolicited provide the Supplier with all information that may be relevant for the tasks to be performed. Requests from the Supplier shall be replied to without undue delay.
1.5.2. Facilitation and Remediation
The Customer is obliged to make reasonable measures in facilitating the work, and to rectify issues related to the work environment when pointed out by the Supplier.
It is a prerequisite for all services that the Customer’s computer systems and equipment function as intended by the establishment of the Agreement, and that the performance is in line with what one can expect.
If an assignment, whether on fixed or hourly basis, proves to encounter unforeseen problems or gets delayed significantly, the Customer shall be notified, and any consequences with respect to consideration and progress shall be clarified.
The Customer is responsible for making backups of all affected systems and data, and notifying any third party involved in the Assignment before the Supplier start its work.
The Customer shall, without undue delay, give notice of circumstances that the Customer understands, or ought to understand, may be of relevance to the completion of the Agreement, including any expected delays.
1.6 Consideration and Payment Terms
1.6.1. Price Adjustments
The price of consultant hours and other services will be adjusted annually based on the Norwegian year-to-year growth in the CPI (December to December). The price adjustment will take effect from the 1st of January each year. The Supplier reserves the right to adjust the price of subscription services with 3 months notice.
1.6.2. Travel, Accommodation, Diet and Other Expenses
Expenses associated with car driving, including kilometers, parking and tolls, are included in the “elapsed time”, in cases where the Customer is being charged for elapsed time.
Other travel expenses and disbursements on behalf of the Customer will be charged to the Customer, in accordance with bill or the Norwegian government travel expense rates.
1.6.3. Government Taxes
The quoted prices are exclusive of taxes and government fees. All prices are in Norwegian kroner (NOK), unless otherwise specified.
1.6.4. Invoicing and Late Payment Interest
Services are invoiced in accordance with the Order Confirmation. Consumption based services are invoiced upon consumption with a 14 days credit period. Subscription services shall be prepaid and are invoiced for 3 months at a time.
Upon overdue payment, late payment interest is to be paid in accordance with the at all times current percentage rate stated in the Norwegian Act on interest on overdue payment.
1.6.5 Payment Default
If the Customer breaches the payment of receivables from the Supplier, the Supplier’s responsibility ceases with immediate effect and until the breach has been brought to an end. The Customer’s responsibilities will continue regardless of whether or not the Supplier has reduced its level of service as a result of the breach.
1.7 Confidentiality Obligation
Information that comes into the possession of the parties in connection with the Agreement and the implementation of the Agreement shall be kept confidential, and shall not be disclosed to any third party without the consent of the other party.
The confidentiality obligation shall continue to apply after the expiry of the Agreement. Employees or others who resign from their positions with one of the parties shall also be subjected to the confidentiality obligation in respect of matters mentioned above following their resignation.
1.8. Force Majeure
If an extraordinary situation should arise which is outside the control of the parties which makes performance of the duties under this Agreement impossible, and which under Norwegian law must be classified as force majeure, the obligations of the affected party shall be suspended for as long as the extraordinary situation prevails. The corresponding obligations of the other party shall be suspended for the same period.
1.9 Claims, Breaches, etc.
If any of the parties wishes to claim that the Agreement has been breached, the party must promptly and without undue delay submit a written claim after becoming aware of the breach. Claims must be submitted within 30 days after the matter became known to the party.
1.9.2 Remediation and Price Reduction
If the Customer, during the Agreement period in writing, submits a claim in accordance with the previous point and a legitimate breach indeed exists, the Supplier shall make necessary remediation to fulfill the Agreement.
If the Supplier has not succeeded, despite repeated attempts, in curing a defect, the Customer may claim a proportional reduction in the contract price. Any accrued standardized sanctions and late payment interests shall be deducted when calculating the price reduction.
1.9.3. Termination for Breach
Each party has the right to terminate the Agreement with 14 days notice at substantial breach by the other party. If the breaching party has rectified the matter that triggered the right of termination within the period of 14 days, the right to terminate the Agreement ceases to exist.
A party may terminate the Agreement if the other party suspends its payments, initiates debt settlement proceedings or declares bankruptcy.
Upon breach, the affected party may claim compensation for documented financial loss in accordance with general principles for compensation in contractual agreements with the following limitations:
Indirect losses and data loss is not covered. Indirect losses include, but are not limited to, the Customer’s loss of profit of any kind, losses due to business interruption, loss of use and third party claims. Any accrued standardized sanctions and late payment interests shall be deducted when calculating the compensation. The compensation claim cannot exceed the total consideration excluding VAT as specified in the Agreement / Order Confirmation. These limitations shall not apply if the party has demonstrated gross negligence or wilful misconduct.
Disputes on effect, content or implementation of the Agreement shall be attempted resolved by negotiation within 2 – two – months after one of the parties has notified the other party that a conflict has occurred.
If a dispute is not resolved through negotiations or mediation, each party may require such dispute to be resolved with final effect before the Norwegian courts of law. The parties may alternatively agree that the dispute shall be resolved with final effect through arbitration in Norway pursuant to the Act of 14 May 2004 No. 25 relating to Arbitration (the Arbitration Act).
In case of lawsuit, the legal venue is in the municipality the Supplier has its permanent business address and notice shall be given as for local residents.
2. Special Conditions
Assignments are ordered orally or in writing by the Customer. The Supplier will normally send the Customer a written Order Confirmation via e-mail.
To a reasonable extent, the Supplier undertakes to keep the Customer informed about the progress during the execution of an assignment. If a situation arises during the performance of an assignment, that is of significance for the progress of the task at hand, or that may involve additional costs or problems for the operation of the Customer’s systems, the Supplier shall notify the Customer of this without undue delay.
If the Supplier discovers serious security breaches or other conditions that represent a significant threat to the Customer’s information security, the Customer shall be notified immediately. Whether the agreed assignment should continue or be discontinued is determined in collaboration between the parties. The Supplier is in any case entitled to the agreed payment for the assignment.
2.2.1. Loss of Data
The Supplier is only responsible for loss of data when gross negligence or wilful misconduct has been proven. This is according to standard liability insurance conditions for ICT businesses. If the Customer wants additional insurance against data loss, it is recommended that the Customer signs a separate operating loss insurance against ICT damage with their insurance company.
The Supplier provides no uptime guarantee associated with this Agreement. The Supplier has no responsibility for any downtime during the execution of the Agreement, unless this is due to gross negligence or wilful misconduct on behalf of the Supplier.
Assignments shall normally be performed in such a manner that downtime is avoided to the extent this is possible.
2.2.3. Solution – Result
Implementation of a task does not mean that a solution is possible, or that the desired result is achievable. The Supplier’s representative shall, after their best ability, advice the Customer regarding the initiation of an assignment and the continuation, if the Supplier has reason to believe that initiation or continued work has limited commercial value for the Customer.
3. Description of Services and Order Confirmation
The Assignment shall be completed in accordance with the Agreement, and shall be performed efficiently, effectively and to a high professional standard. The supplier shall use suitable personnel for all tasks. All assignments are performed based on the competence that the Supplier is in charge of at the time of execution.
3.2. Use of Subcontractors
The Supplier may freely appoint a subcontractor for the execution of the whole or part of any task, provided that this is done under the same conditions as otherwise agreed. The subcontractor shall be suited for the task, and the Supplier shall ensure that the subcontractor and its employees are bound by the confidentiality obligation.
3.3. Consulting Services
Assignments are performed after agreement between the Customer and the consultant that gets assigned to the Assignment.
Consulting services performed on behalf of the Customer will be charged in accordance with time spent per commenced 0.5 hours. Minimum assignment length is 1 hour for assignments outside the consultant’s regular workplace, and 0.5 hours for assignments taking place at the consultant’s regular workplace.
Consulting services are performed within regular working hours. Overtime can be performed upon agreement.
Work outside regular working hours will be invoiced according to the Supplier’s current rates for overtime. Additional fee for work and travel performed between the hours 16:00 and 20:00 is 50% of the ordinary hourly rate. Additional fee for work and travel performed after 20:00, on public holidays and in weekends is 100% of ordinary hourly rate. Upon assignments where fixed consideration is agreed, overtime is not charged without special agreement between the parties.