Standard Contract Terms

Purpose

This Contract is entered into to meet the Buyer's need to send newsletters by email and SMS to contacts in its projects, and to follow up each individual contact.

The purpose of the Contract is to regulate the Parties' rights and obligations in connection with the purchase of the Service as defined in clause 2 of this Contract.

1. Contract documents and order of precedence

1.1. A complete contract consists of the first three documents listed below. The last is a possible addition:

• Purchasing Agreement (signed by both Parties)
• Knips Standard Contract Terms (this document)
• Knips Data Processing Agreement
• Special terms or other Appendices (signed by both Parties)

1.2. Order of precedence. In the event of conflict between the documents, they apply in the order listed in clause 1.1. Where Special terms have been agreed, that appendix takes precedence over the other contract documents. Otherwise, specific provisions take precedence over general provisions, and newer provisions take precedence over older ones.

1.3. The Data Processing Agreement governs all processing of personal data on behalf of the Buyer, and takes precedence over these Terms in matters concerning such processing.

2. Content and scope (the Service)

Knips AS provides the Knips platform, with an associated app. In the platform and the app, the Buyer's users can publish and edit newsletters and follow up contacts.

Through Knips, the Buyer can send email and SMS to the contacts the Buyer connects to the platform, and use the platform's functions for segmentation, analysis and reporting.

The platform has optional features for integration with external systems where the Buyer, or the estate agency handling the project, has its own agreement and gives the Supplier access. The optional features are described in the Data Processing Agreement.

The Supplier delivers its services by making them available online to the Buyer no later than the agreed invoicing date as specified in clause 4. Updates to the service are made available online. The Buyer is responsible for downloading and keeping up to date any of the Supplier's services that require this.

Knips is a service in continuous development, and the functions included in the Service are therefore not specified in detail. The product specification within the agreed product level or levels must be regarded as the Supplier's intention, not its obligation. The range of functions and services within the product level may change over time, with functions removed, replaced or extended based on the Supplier's own assessment. Such changes apply to all customers within the product level concerned, not to one customer in particular, unless otherwise agreed directly with that customer. The Supplier reserves the right to change the names and prices of product levels, but will at all times seek to ensure that the Buyer receives a Service that corresponds, in relative terms, to the product level covered by the Agreement.

The Supplier cannot be held responsible for how the Buyer makes use of the Knips product range within the product level or levels the Buyer has agreed to.

3. Definitions

"The Parties" means the Buyer and the Supplier.

"The Contract" means the documents listed in clause 1.1.

"The Service" means the Supplier's performance as defined in clause 2.

"The Buyer's Data" means all content and information that the Buyer or the Buyer's users enter into or transfer to the platform, and information obtained on the Buyer's behalf through the optional features referred to in clause 2.

4. Price and payment terms

Reference is made to the Purchasing Agreement or any Appendices for the services and terms the Buyer is to receive from the Supplier.

The Supplier invoices the Buyer monthly in advance from the date the Purchasing Agreement is signed, unless the Buyer has chosen annual invoicing. The Supplier will send a reminder for unpaid invoices before any other action is taken. Late payment interest accrues in accordance with the Norwegian Act on Interest on Overdue Payments.

The Supplier reserves the right to change the list price of its Services when it considers this appropriate, both through index adjustment of existing prices and through more significant changes up or down. The Buyer will be notified of such changes no later than 30 days before they take effect. Where the Buyer is invoiced annually, a price change applies from the next invoicing period if that period begins after the date the change takes effect.

The price and any other cost elements in the Purchasing Agreement constitute the Buyer's full and entire payment obligations under this Contract.

5. Use of subcontractors

The Supplier uses subcontractors in order to provide as stable and valuable a service as possible on behalf of its customers. The Supplier reserves the right to add and change subcontractors and other commercial partners where it considers this appropriate.

The Supplier's Data Processing Agreement governs the use of sub-processors, and sets out which are approved, where processing takes place and which transfer basis applies. Changes to sub-processors are notified in accordance with the Data Processing Agreement.

6. Availability and duty to notify

The Supplier will seek to deliver a service in which the Buyer does not experience interruptions or other delays. However, as the Supplier uses subcontractors and offers a service in continuous development, unforeseen events that impair the services or the ability to deliver them must be expected from time to time.

Provided the Supplier is aware of the unforeseen event, the Supplier undertakes to implement mitigating measures insofar as these can be expected to have an effect. If the Supplier is seriously prevented from delivering its services after mitigating measures have been implemented, the Buyer shall be notified of the impediment and its effect on the ability to deliver the service. The Supplier shall be able to document when and how such notice was given where the interrupted or delayed service can be expected to be of significant time-critical importance to the Buyer.

Planned maintenance that causes downtime is notified in advance where practically possible, and is as far as possible carried out outside ordinary working hours.

7. The Buyer's contractual obligations

1. The Buyer shall examine the Service as good practice requires as soon as the Buyer has the opportunity after receiving access to it.
2. The Buyer shall make payment in accordance with clause 4.
3. The Buyer shall provide the cooperation that can reasonably be expected for the Supplier to fulfil its contractual obligations.
4. The Buyer is responsible for having expressed the purpose of the purchase and its requirements and needs to the Supplier in such a way that the Supplier has a sufficiently clear basis for its contractual obligations. If the Buyer intends to use the Service in a way that differs from what the Supplier publicly markets the Service for, the Buyer shall be able to document when and how notice of such deviating use was given.
5. The Buyer shall use the Supplier's services in such a way that the Buyer complies with the laws, rules and obligations the Buyer has at any time towards the contacts the Buyer has connected to the platform. The Buyer is the controller of the information about them and is responsible for there being a valid basis for the communication, including under the Norwegian Marketing Control Act.
6. The Buyer is responsible for its own users' use of the platform, for access rights being correctly assigned, and for content the Buyer's users themselves enter.
7. The Buyer shall not use the platform for content that is unlawful, misleading or offensive, or for sending to recipients the Buyer has no basis for contacting.

8. The Buyer's Data and intellectual property rights

The Buyer owns the Buyer's Data. The Supplier is granted a limited, non-exclusive right to use the Buyer's Data solely to deliver, operate and support the Service, and otherwise as described in the Data Processing Agreement.

The Supplier owns all rights to the platform, software, documentation and other material the Supplier makes available. The Buyer is granted a non-exclusive right of use for the term of the agreement.

The Supplier may prepare anonymised and aggregated statistics based on the use of the platform, and use these for operation, troubleshooting, development and improvement of the service, and for industry insight. Such statistics shall not be capable of being linked to individuals or to the Buyer.

The Buyer may export the Buyer's Data from the platform during the term of the agreement. On termination, deletion and any return take place in accordance with the Data Processing Agreement.

The Supplier may name the Buyer and the project as a reference, and reproduce content the Buyer has itself published publicly, in its own marketing. The Buyer may object to this in writing at any time.

9. Confidentiality

The Parties shall keep confidential any business and technical matters they become aware of through the Contract that are not generally known. The duty of confidentiality continues after the Contract has ended, and does not prevent fulfilment of statutory obligations or the disclosure of information to advisers who are themselves bound by confidentiality.

10. Liability

The Parties' financial liability to each other under this Contract is mutually limited to direct loss, and shall not in aggregate exceed the fees paid by the Buyer to the Supplier in the twelve months preceding the date on which the claim arose.

Neither Party is liable for indirect loss, including loss of profit, loss of revenue, loss of expected savings or claims from third parties.

The limitations do not apply in cases of intent or gross negligence.

Liability relating to the processing of personal data is governed by the Data Processing Agreement.

11. The Supplier's remedies for breach

If the Buyer fails to disclose the purpose of the purchase in such a way that the Service is used in a deviating manner, the Supplier reserves the right to terminate the Contract or claim compensation for loss that could have been avoided had the Supplier received such information in time.

The Supplier may terminate the Contract in the event of significantly late payment, where the Buyer has not paid within 30 days after the due date of the first reminder.

If the Supplier wishes to terminate the Contract due to lack of cooperation, cf. clause 7.3, the Supplier must notify the Buyer within a reasonable time after the Supplier became or should have become aware of the breach. The notice must give the Buyer a reasonable deadline to fulfil its duty to cooperate. This does not apply if the Buyer has acted with gross negligence or contrary to honesty and good faith.

The Supplier may remove content that is contrary to clause 7. Unlawful content is removed without undue delay once the Supplier becomes aware of it.

The Supplier may temporarily suspend access to the platform if its use poses a security risk or is contrary to clause 7. The Buyer shall be notified without undue delay.

On termination, the Buyer's rights to the Service cease.

12. Changes to these Terms

The Supplier may amend these Terms where changes in legislation, the service or operating conditions make this necessary. Amendments are notified in writing at least 30 days before they take effect, through the Supplier's ordinary communication channels.

If an amendment puts the Buyer in a materially worse position, the Buyer may object within the notice period. If the Parties do not reach agreement, the Buyer may terminate the Contract with effect from the date the amendment takes effect. Such termination is not considered a breach of contract.

13. Miscellaneous

The risk for the Service lies with the Supplier.

Neither Party may transfer rights or obligations under this Contract to a third party without the prior written consent of the other Party. The Supplier may nevertheless transfer the Contract in connection with a merger, demerger or sale of the business, by written notice to the Buyer.

If, after the Contract has been entered into, either Party needs to change the requirements for the Service, the fees, schedules or other assumptions of the Contract in such a way that the nature or scope of the contractual relationship is changed, that Party may request a change agreement. A request for change shall be regarded as an offer requiring the other Party's acceptance.

Changes to the Contract shall be documented in writing and must be approved by a representative of each Party.

Neither Party is liable for failure to perform caused by circumstances beyond that Party's control which the Party could not reasonably be expected to have taken into account or avoided. The affected Party shall notify the other without undue delay.

Governing law and legal venue. The Parties' rights and obligations under this Contract are interpreted and supplemented in their entirety in accordance with Norwegian law. Oslo District Court is the legal venue for disputes under this Contract.

Negotiation. If a dispute arises concerning the Parties' rights and obligations under or in connection with this Contract, the dispute shall be sought resolved through negotiation.

Courts or arbitration. If negotiation has not succeeded within 14 days, either Party may bring the dispute before the ordinary courts for final determination. The Parties may jointly instead have the dispute finally settled by arbitration in Norway in accordance with the Norwegian Arbitration Act of 14 May 2004 no. 25.