This is a legal agreement between the customer (the “Customer”) and norbloc AB (“norbloc”) acting directly or indirectly through its authorized distributors and resellers.
These terms and conditions of use (the “Agreement”) states how norbloc licenses its KYC cloud based software platforms (the “Products”).
Unless the context or the circumstances obviously otherwise require, the following words and concepts shall be deemed to have the meanings stated below.
The Customer’s or Customer group company’s personnel and consultants who are authorized by the Customer to use the Products.
The log in credentials provided by norbloc to Authorized Users required for the Authorized Users access and use of the Products.
“Commencement Day of the Products”
The day on which the is made available to the Customer.
Information of whatever nature whether oral, written or in electronic or any other form related inter alia to the disclosing party, its business, technology, partners, affiliates, customers and/or suppliers which the disclosing party has disclosed to the other party under this Agreement. Any records or copies or extracts in any media of that information shall also constitute Confidential Information.
The point or points where norbloc connects the Products to the internet, except where otherwise agreed.
Data or other information that the Customer, or another Authorized User or a user on the Customer’s or an Authorized User’s behalf, puts at the norbloc’s disposal as well as the result of the norbloc’s data processing.
The third party software required for the Customer to access and run the Products.
Country or countries in which the Customer has a valid license to use the Products.
2. NORBLOC’S UNDERTAKINGS
2.1 norbloc shall provide the Products at the Connection point from when the Customer has created an Authorized User account and accepted this Agreement. The Products shall be delivered in accordance with how they are described on norbloc’s website and relevant product documentation.
2.2 norbloc shall carry out its undertakings in a professional manner.
2.4 norbloc may provide the Products, in whole all or in part, from another country provided that norbloc otherwise fulfils the terms and conditions of this Agreement. The servers used to provide the Products and relevant services are placed in a country within the EU.
3. CUSTOMER’S UNDERTAKINGS
In order for norbloc to be able to perform its obligations pursuant to this Agreement, the Customer shall be responsible for the following:
a) The Customer shall provide all relevant information for norbloc to be able to provide its services and Products, review relevant documents and report on decisions and otherwise provide such regular information and feedback as is necessary for norbloc to carry out its obligations.
b) The Customer shall be responsible for communications between the Customer and the Connection point, and shall ensure that the Customer has the equipment, including the Customer Software, that is required for the performance and use of the Products. Such equipment and Customer Software shall be correctly installed and setup as set out in the deliverables provided by norbloc to the Customer.
c) The Customer shall be responsible for the Customer Data.
d) The Customer is responsible for ensuring that it can use the Products in compliance with any laws applicable to the Customer.
e) The Customer warrants that it shall follow all applicable laws, guidelines and recommendations for the Products.
f) The Customer is liable for faults or non-conformities in the Customer Software and the subsequent non-availability of the Products.
g) The Customer shall ensure that (i) the Customer ’s Data is free of viruses, trojans, worms or other harmful software or codes, (ii) the Customer Data is in the agreed format, and (iii) that the Customer Data cannot, in any other way, harm or adversely affect norbloc’s system or the Products.
h) The Customer shall ensure that log-in information, security procedures, and other information, including the Customer Authentication(s), provided by norbloc for access to the Products, is treated as confidential information in accordance with clause 13. The Customer shall immediately inform norbloc in the event that any unauthorized person has obtained knowledge of confidential information pursuant to this clause.
i) Customer may not: (i) work around any technical limitations in the Products, (ii) modify, adapt or translate the Products, (iii) copy the Products, (iv) publish or make available in any way the Products for other to copy, (v) rent, lease or lend the Products and (vi) share Customer Authentication.
j) Customer acknowledges that the Products contain trade secrets and other proprietary information of norbloc. Customer may not decompile, disassemble or otherwise reverse engineer the Products or engage in any other activities to obtain underlying information that is not visible in connection with normal use of the Products or display the Products object code on any computer screen or to make any hard copy memory dumps of the Products’ object code.
k) If Customer requires information related to the interoperability of the Products with other programs, it shall not decompile or disassemble the Products to obtain such information and agrees to request such information from norbloc. norbloc reserves the right to accept or deny providing such information. In any event Customer will notify norbloc of any information derived from reverse engineering or such other activities and the results thereof will constitute the confidential information of norbloc that may be used only in connection with the Products.
4.1 The Customer Authentication shall be delivered to Customer as instructed by norbloc.
4.2 norbloc will deliver the Customer Authentication that is valid at least for the rest of the Agreement Period. Thereafter, norbloc will deliver new Customer Authentications valid for new relevant period provided that Customer has paid for the relevant period.
5. CHANGES TO THE PRODUCTS
5.1 norbloc may, without prior notification to the Customer, make changes to the Products or the method of providing them, which normally may not cause the Customer more than minor inconvenience.
5.2 norbloc may make other changes, such as other changes in the service level agreement, to the Products or the method of providing them than those set out in clause 5.1, no less than three (3) months after notifying the Customer to this effect. The Customer may, at the latest when the change enters into force, terminate the Agreement and stop using the Products with effect from the date the change enters into force, or such later day specified in the notice of termination, albeit not later than three (3) months from the date the change entered into force.
6. THE CUSTOMER’S USE OF THE PRODUCTS
6.1 Subject to the Customers fulfillment of the terms of this Agreement, norbloc grants the Customer the following license:
a) The Customer has a non-exclusive, non-transferable right to use the Products for the Customer’s internal business purposes in the Territory.
b) The Customer is entitled to grant a right to use the Products to Authorized Users. The Customer will ensure that the Authorized User will enter into an agreement with the Customer with terms equivalent to the terms in this Agreement.
c) The Customer recognizes that a valid Customer Authentication is required in order for the Authorized Users’ access to the Products.
6.2 Each Authorized User shall have a personal Customer Authentication that they are responsible for and which they are not allowed to sell, lease, assign, offer for free, or otherwise transfer, to another person. If the Authorized User is terminated from his or her position the Authorized User must return the Customer Authentication and stop using it.
6.3 The Customer is responsible for its Authorized Users and respondents, and their respective use of the Products.
6.4 The Customer is required to follow any written instructions from time to time provided by norbloc for use of the Products.
7. LIMITATION OF ACCESS TO THE PRODUCTS
7.1 In the event the Customers or Authorized Users use of the Products entails damage or justifiable risk of damage to the Products and/or norbloc, norbloc is entitled to cut off or limit access to the Products. norbloc may, in so doing, take any other action than is justifiable in the circumstances. The Customer shall be notified about the limitation of access to the Products as soon as possible. norbloc will not be liable for such limitation or termination of the use of the Products.
7.2 norbloc may take measures that affect the accessibility of the Products if this is required for technical, maintenance, operational or security reasons. norbloc shall take such measure promptly, and in such a way as to limit disturbances. norbloc undertakes to inform the Customer within a reasonable period prior to such measure and if possible perform the measures outside of normal working hours.
8. CONSULTANCY SERVICES
8.1 The Customer may request that norbloc provides ancillary services to the Products. norbloc will provide such services on a time and materials basis and as agreed between the parties in a separate agreement.
8.2 norbloc will make the agreed consultants available to the Customer for the provision of the consultancy services under the Customer’s operational management and control.
8.3 norbloc will make commercially reasonable efforts to comply with any agreed time schedule for the consultancy services but assumes no liability for any delays.
8.4 norbloc’s liability for consultancy services is limited to remedy material faults in the Products caused by the offered services notified by the Customer without delay and within three (3) months from the performance of the consultancy services.
9. COMPENSATION, FEES AND PAYMENT CONDITIONS
9.1 For the Products, the Customer shall pay an installation fee and an annual subscription fee pursuant to norbloc’s current price list. norbloc shall notify any changes to the applicable prices at least one month in advance.
9.2 The Customer can choose to pay for the Products by credit card or by invoice. If payment is made by credit card, payment is made per month in advance. If payment is made through invoice, payment is made per month in arrears.
9.3 In case of payment by invoice, the Customer shall pay such invoices within thirty (30) days from the date of invoice. In the event of a delay in payment, default interest shall be paid in accordance with law.
9.4 The fees are exclusive of VAT, other taxes and duties and charges.
9.5 If the Customer is late in making payment and norbloc has requested in writing that the Customer shall pay the amount due, norbloc may, no less than ten (10) days after a written request to the Customer, withhold further provision of the Products until the Customer has paid all amounts due and outstanding.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 norbloc is the owner of all rights including intellectual property rights to the Products and respective services.
10.2 The Customer is solely responsible for the Customer Data. The Customer is liable for ensuring that the Customer Data i) does not infringe another party’s copyright, patent or other intellectual property rights, ii) were lawfully collected and iii) complies with all applicable laws, guidelines and recommendations for the Products and treatment of personal data. The Customer shall keep norbloc indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by norbloc as a result of or in connection with any breach by the Customer by its undertakings under this clause.
11. RIGHTS TO CUSTOMER DATA, LOGS
11.1 The Customer has all rights to the Customer Data.
11.2 In the event that norbloc keeps a log over the use of the Products, data from the log may be used by norbloc for performing and developing the Products as well as for statistical, administrational and other similar purposes. If agreed between the parties norbloc shall give the Customer access to the log over the use of the Products.
11.3 norbloc disclaims all liability and responsibility for any loss of data or other information, which may occur as a result thereof.
12. PERSONAL DATA
12.1 norbloc is data controller for login details and other personal data necessary for norbloc to provide the Products.
12.2 When processing any other personal data within the scope of the Products, the Customer is the data controller and norbloc is the data processor.
13.1 Each party undertakes not to disclose any Confidential Information to any third party, nor use any Confidential Information for any other purpose than carrying out each party’s rights and obligations under this Agreement (the “Permitted Purpose”), unless
(i) required to do so by law or pursuant to any order of court or other competent authority or tribunal (including, without limitation, requests made by the relevant financial supervisory authority),
(ii) required to do so by any applicable stock exchange regulations or the regulations of any other recognised market place,
(iii) such disclosure has been consented to by the other party in writing, or
(iv) the information is disclosed to its professional advisers who have no other use of the information and who are bound to such party by a duty of confidence which applies to any information disclosed.
13.2 A party receiving Confidential Information from the other party (the “Receiving party”) may give access to Confidential Information only to those of its affiliates, officers, employees, subcontractors or financial, legal or other advisers, who need to know such Confidential Information for carrying out the Permitted Purpose. The Receiving party shall ensure that such persons or entities, prior to such disclosure, are bound by undertakings corresponding to the obligations of confidentiality in this section 13. However, such individual undertaking shall not limit the Receiving party’s own liability under this Agreement.
13.3 If a party becomes required under law, to disclose any Confidential Information, such party (the “Disclosing party”) shall, as soon as reasonably possible, provide the other party (the “Non-Disclosing party”) with written notice prior to disclosure of that fact information so that the Non-Disclosing party may seek (with the co-operation and reasonable efforts of the Disclosing party) a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing party shall (where practicable and legal) consult with the Non-Disclosing party regarding such proposed disclosure, shall furnish only that portion of the information Confidential Information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information to the extent reasonably requested by the Non-Disclosing party.
13.4 The confidentiality obligations set forth above shall survive three (3) years after the termination of this Agreement.
14. NO WARRANTY
Any use of the Products is at the risk of the Customer. The Products are provided “as is” without warranty of any kind. Subject to the relevant provisions of the law norbloc disclaims all warranties of any kind without limitation, implied warranties or conditions of non infringement, merchantability and fitness for a particular purpose.
norbloc does not warrant that the functions contained in the Products will meet the Customer’s requirements or that the operation will be uninterrupted or error free or that defects will be addressed and corrected within a certain period of time if at all. The Customer accepts all responsibility from the selection of the Products to achieve the intended results from the relevant use. No oral or written information or communication given by norbloc, its officers, employees, agents, representatives, authorized distributors and resellers shall create a warranty.
15. LIABILITY FOR PRODUCTS
15.1 In the event of a fault occurring in the Products for which norbloc is responsible, norbloc shall rectify the fault with such promptness as the circumstances require, if such rectification is possible.
15.2 In addition, where the Customer is unable to use the Products to a significant extent as a result of a fault in the Products which has been caused by norbloc, the Customer is entitled, for the period from when the fault was reported and while it has not been rectified, to receive a reasonable reduction of the fee for the Products.
16. LIMITATION OF LIABILITY
16.1 Should a party be prevented from fulfilling its obligations pursuant to this Agreement owing to circumstances beyond the party’s control such as lightning, labor disputes, fire, pandemic, amendments to rules issued by governmental authorities, intervention by the authorities, and faults or delays in Products from sub-contractors due to such circumstances as are stated above, such circumstances shall constitute grounds for release involving a postponement of the time for performance and release from liability to pay damages and other penalties. If performance of a significant part of the Products is prevented for a period in excess of three (3) months as a result of any of the above-stated circumstances, each party is entitled to cancel use of the Products without any liability to compensate the other party for the said timeframe. In the event of cancellation of the Products pursuant to this clause, clause 18 will apply.
16.2 Apart from what is explicitly set forth in this Agreement, norbloc does not guarantee the functionality, quality, availability, lawfullness of the Products and its related services, that the Customer can use the Products in compliance with any laws or that the Products is fit for use or purpose.
16.3 Should a liability to pay damages arise, a party’s liability to pay damages per calendar year is limited to a total sum equal to fifteen percent (15%) of the annual fee for the Products in question that is paid to norbloc by the Customer.
16.4 norbloc is not liable in any event for loss of profit or other indirect damage or loss, including any liability of the other party to compensate a third party. norbloc or its authorized distributors or resellers is not liable for any damages whatsoever (including without limitation incidental, indirect, special, consequential, punitive or exemplary damages or for any lost profits, lost savings, lost revenues, lost data or business interruption) arising out of or related to the use of or inability to use the Products or arising from or relating to this Agreement even if norbloc or its authorized distributors or resellers have been advised for the possibility of such damages.
16.5 The limitation of liability does not apply in the event of death, personal injury or in the event of willful misconduct or gross negligence.
16.6 Any claims for damages under this Agreement shall be submitted not later than three (3) months after the Customer becomes aware of the basis for the claim, however never later than six (6) months from the expiration or termination of the Products.
17. INDEMNIFICATION BY CUSTOMER
The Customer agrees to defend, indemnify and hold harmless norbloc and its officers, employees, agents and representatives from any demand, claim, loss, liability or damage including actual attorneys’ fees that it or any of them may incur by reason of or arising out of any claim that is made by any third party that is based in whole or in part upon any claim or allegation relating to the use of the Products by the Customer and officers, agents, employees and representatives.
18. TERM AND TERMINATION OF THE PRODUCTS
18.1 The Products shall be provided from the Commencement Day and shall be in force under annual subscription periods (the “Agreement Period”). Nonrenewal of the subscription shall constitute a termination by the Customer of the license to use the Products. Upon early termination of the license the Customer should immediately cease to use the Products and destroy them. In case of termination, norbloc will not refund any payments made in advance. If the Customer has chosen to pay by invoice, norbloc will, upon termination, issue an invoice in accordance with this Agreement, for the number of days the Customer has used the Products since the last issued invoice.
18.3 The provisions of this Agreement that protect the proprietary rights of norbloc shall continue in effect between the parties regardless whether the Products are terminated and howsoever they were terminated.
19. WINDING UP THE PRODUCTS
19.1 Upon termination of the Products the Customer is responsible for collecting the Customer Data at the latest sixty (60) days from the termination of the Products. To a reasonable extent, norbloc shall, in the form of an additional Products, also assist the Customer with the transfer of the operations to another company nominated by the Customer in order to obtain a Products corresponding to the Products with the minimum of disturbance to the Customer. After the transfer of the Customer Data or if the Customer has not requested such transfer, norbloc shall, after the expiry of the sixty (60) day period referred to above, delete or render anonymous the Customer Data. norbloc shall be entitled to compensation for such work in accordance with norbloc’s current price list.
20. CHANGES TO THIS AGREEMENT
norbloc shall have the right to notify the Customer of new versions of this Agreement. And by making the revised Agreement available on norbloc’s website. The changes enter into force thirty (30) days after notification.
21.1 The rights and obligations under this Agreement may not be transferred without the consent of the other party.
21.2 However, norbloc may, without requiring the Customer’s consent, transfer the right to receive payment under the terms of the agreement.
22. APPLICABLE LAW, DISPUTES
22.1 This Agreement shall be governed by the substantive law of Sweden.
22.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by the Courts of Sweden and in the first instance the Stockholm District Court.