These terms of sale, delivery and service (below referred to as the “Terms”) apply to the delivery of products, services and consultancy services (below referred to as the “Services”) by Conscia Norge to the Customer. Any changes to the Terms must be agreed in writing between Conscia Norge and the Customer (by the partners’ approved representatives).
2. Consultancy and other services
The Parties may agree that Conscia Norge AS supplies consulting services to the Customer subject to agreement. Consultancy services may be ordered as a simple request for an advisory service or as part of an ongoing collaboration, for example as an agreement for regular maintenance of the Customer’s IT system. The Customer has power to instruct and responsibility for results, and therefore sole responsibility for ensuring that the Service is sufficient to meet the Customer’s needs, requirements and expectations.
Consultancy services are invoiced based on Conscia Norge’s prevailing prices for the selected consultant. Unless otherwise explicitly agreed between the Parties, services are not provided by a named consultant. Conscia Norge is therefore entitled at any time to replace the consultants it uses to supply the Services.
Furthermore, Conscia Norge is entitled to engage subcontractors at any time. Conscia Norge uses three types of profiles, i.e. “project manager”, “specialist” and “expert”. Prices can be determined per hour or per day, or as a fixed price. Unless a fixed price has been agreed, Conscia Norge will invoice according to prevailing prices and according to the consultant’s own recording of time consumption. In the event of a change to or termination of agreed consultancy support given with less than three working days’ notice, Conscia Norge is entitled to invoice the Customer for 50 per cent of the agreed time period. No charge will be raised for changes or cancellations made at more than three working days’ notice.
All prices are based on work during normal working hours, which are Monday–Friday 08:00–16:00. Outside normal working hours, a surcharge of 100 per cent of the current hourly prices is added.
The Parties may agree that Conscia Norge, as part of the Service, shall supply products, including software, hardware and/or other equipment.
If the Service includes software, hardware and/or other equipment that has been developed, manufactured and/or acquired by a third-party supplier or dealer, the terms, including but not limited to liability limitations and disclaimers, guarantees etc., determined by any such third party will apply to these parts of the Service. Conscia Norge does not assume any liability towards the third party (for example, manufacturer or supplier) beyond what is stipulated in the Terms, unless otherwise explicitly stated in the Parties’ agreement.
4. Customer’s obligations
The Customer must make Conscia Norge aware of any regulations, procedures or similar that apply to the Customer’s business, particularly regarding the maintenance of data security. If necessary, the Customer prepares, in collaboration with Conscia Norge, a task description and a requirements specification that clearly describe the nature and scope of the Service. The Customer is also required to ensure that Conscia Norge receives all relevant and necessary information about the delivery of the Services, as well as information about the Customer’s existing IT equipment and software. The Customer must ensure that Conscia Norge has unrestricted access to the Customer’s IT systems, to the extent that Conscia Norge considers this necessary to deliver the Services as agreed.
The Customer is responsible for ensuring that all health and safety requirements are met, and must, where necessary, provide Conscia Norge’s consultants, without any requirement for remuneration, with access to qualified personnel, PCs and telephones as long as they are working on the delivery of the Services to the Customer.
The Customer must ensure the necessary preparations have been made, both in the building/office and in terms of necessary electrical installations, e.g. voltage stabilisers, data cables, air conditioning or cooling systems. In addition, the Customer must procure the necessary communications equipment and technology for the Customer’s use of the Service.
All prices exclude Value Added Tax, other public charges and shipping and handling charges. Conscia Norge reserves the right to change prices and specifications without notice.
A minimum of two hours is invoiced for each visit. A minimum time of 15 minutes is invoiced for telephone support. Transport time is invoiced at the prevailing hourly price.
Conscia Norge issues invoices after delivery of the Services (including partial deliveries). All invoices are due for payment 30 days after the date Conscia Norge has created the invoice. Conscia Norge is, at its own discretion, entitled to demand payment as COD. In the event of late payment, interest of 2 per cent will be charged, for each started month plus travel expenses.
7. Intellectual property rights
Each party retains full ownership and all intellectual property rights to software, business concepts, documentation, training materials etc. that have been created, acquired or otherwise obtained prior to this Agreement.
Intellectual property rights developed in connection with the delivery of the Service belong to Conscia Norge. Subject to the Customer having paid all outstanding amounts, including all remuneration due to Conscia Norge, the company grants the Customer a non-exclusive, non-cancellable, global, non-transferable, sub-licensable, fully paid and royalty-free licence that may enable the Customer to use the Services for the benefit of its own internal business purposes.
Separate terms may apply to the Customer’s use of the Services, to the extent that the Service’s intellectual property rights belong to third parties, including suppliers of standard software or hardware. In such case the Customer exclusively purchases the right to use such services in accordance with the Terms set by the third party.
The Customer thereby grants Conscia Norge a limited, non-exclusive, non-transferable, including sub-licensed, time-limited, fully paid, royalty-free licence to use the Customer’s intellectual property rights that the Customer makes available to Conscia Norge, to the extent necessary for the delivery of the Services.
If the Customer gains access to databases, portals etc. owned or made available by Conscia Norge, the Customer may access and use such databases, portals etc., including related data, reports, material etc., for its own internal business purposes. The Customer is not entitled in whole or in part to (i) allow third parties to access and/or use such databases, portals etc., (ii) distribute, sell, transfer data, reports, materials and similar from such databases, portals etc. to third parties, and/or (iii) exploit data, reports, material etc. from such databases, portals etc. commercially to a third party.
The goods are delivered to the Customer’s address in Norway for payment of shipping and handling fees. The risk of loss in connection with the Services is transferred from Conscia Norge to the Customer upon delivery of the Services.
All delivery dates are indicative and Conscia Norge assumes no liability for non-compliance with such indicative delivery dates.
9. Unpacking, installation
If the Services include unpacking, installation and commissioning, this will be performed within Conscia Norge’s normal working hours, unless otherwise agreed in writing between the Parties.
10. Property rights
If the Services include hardware, the delivery will be subject to the Customer’s payment of all fees, costs and expenses when these are due. Conscia Norge reserves ownership rights to delivered hardware at full consideration for this hardware plus any interest and costs that have been paid. Until ownership has been transferred to the Customer, the Customer undertakes to take care of the hardware, including keeping and maintaining the hardware in the correct manner, insuring it against fire, theft and water damage to its full value, and the Customer further undertakes not to make any hardware changes without Conscia Norge’s written consent. The Customer may also not move, transfer, lease, lend or otherwise dispose of the hardware before the transfer of ownership to the Customer.
11. Service contracts
Customers who have signed a service contract are referred to the terms and conditions in Conscia Norge’s order confirmation, which apply in addition to the Terms.
12. Force Majeure
In the event of force majeure, the Parties’ obligations, according to the agreement, shall be suspended as long as the force majeure situation persists. Force majeure covers conditions that the party cannot control, i.e. cannot prevent and/or foresee (with the exception of non-payment of amounts due).
The party wishing to invoke force majeure must notify the other party in writing without undue delay as soon as force majeure has been confirmed. At the same time, the other party must be informed of the expected duration of the force majeure situation.
If the Service is delivered as part of a project or if the nature of the project requires this, the Customer must examine and test the delivered Services as soon as possible and no later than five days after delivery. The Customer must then provide written approval of the Services to confirm the Service’s fulfilment of the agreed requirements.
When the Customer starts using the Services, including any partial deliveries, the Customer is considered to have approved the Services, including any partial deliveries, from the date the Customer started using the Services.
If the Customer has made a legitimate complaint, Conscia Norge is obliged to rectify any faults with the Services within a reasonable time, regardless of the nature of the fault. In the case of hardware or third-party software, Conscia Norge is obliged as far as possible to be able to preclude faults in such a way that the Customer’s use of the Services can be maintained in a reasonable manner (this constitutes the Customer’s sole non-compliance power in the event of a fault with hardware or third-party standard software).
The Customer is not entitled to a proportionate price reduction due to defects, but is entitled to claim compensation in accordance with the limitations and disclaimers stated in section 15.
If the Customer’s complaint does not relate to defects with the Services, the Customer is obliged to compensate Conscia Norge for the time Conscia Norge has spent handling and following up the complaint.
15. Limitation of liability
The Parties assume liability in accordance with the general rules of Norwegian law with the limitations and disclaimers stated in these Terms.
Conscia Norge’s total liability for claims, including compensation, is limited to the Customer’s direct loss, and can never exceed the total amount (excluding software and hardware) that the Customer paid for the Service. The Customer is not entitled to claim compensation for indirect or direct damages, including, but not limited to, loss of business opportunities, loss of earnings, loss of goodwill, and loss of data, including loss relating to data recovery.
Conscia Norge is under no circumstances liable for defects, delays, non-fulfilment of obligations or other conditions if these are wholly or partly due to (i) the Customer’s negligence or breach of the Agreement, (ii) the Customer’s other suppliers or a third party connected to the Customer, (iii) the Customer’s use of Services in ways other than agreed, (iv) computer viruses, attacks, Trojan horses, spyware or interference with technical protection that originates from sources other than Conscia Norge, and (v) conditions caused by downtime at the Customer or the Customer’s other suppliers.
If services include software and/or hardware designed, manufactured and/or procured from a third-party supplier or dealer, the liability limitations and disclaimers that have been determined by a third party will apply to this part of the Service. Such liability limitations and disclaimers will apply in addition to the liability limitations and disclaimers already stipulated in the Agreement.
Conscia Norge bears product liability according to the Norwegian Product Liability Act, although with respect to the applicable law, and is liable for product damage according to the limitations and disclaimers of liability specified in this section 15. Conscia Norge is entitled to demand that the Customer provide a full refund of amounts paid to a third party, unless the demand for repayment is based on a relationship that only exists between the Customer and Conscia Norge.
16. Law and jurisdiction
The terms and conditions, and any interpretation or dispute arising from them, are subject to Norwegian law, with the exception of the Convention on Contracts for the International Sale of Goods (CISG). International private law rules that may result in the application of Norwegian law or other law do not apply.
Any dispute between the Parties shall, if possible, be referred to their respective board members who will resolve the dispute jointly. If the Parties’ board members are unable to resolve such a dispute, it must be sent to Oslo District Court.