1. Definitions
   In these terms, the  that are capitalized are as defined in Appendix 1.
   
   
2. Agreement and Contract Structure
   1. These General Terms and Conditions, together with the Customer Agreement and associated annexes constitute the Agreement between the Customer and Netto.
   2. To the extent that there is a conflict between these General Terms and Conditions and other contractual documents, these General Terms and Conditions shall apply.
      
      
3. Additional Terms and Conditions
   Some of the Services may be subject to additional terms and conditions. These terms may also include third-party terms relating to Third-Party Software.
   
   
4. Market Place
   Netto may, from time to time, offer Third-party Add-ons in the Netto system under "Integrations" or through other channels. To the extent the Customer subscribes to such Third-party Add-ons, the Customer shall separately agree to all necessary Terms with the provider of such Third-party Add-ons in addition to the terms applicable for the Service. Netto is not responsible for any support related to such Third-party Add-ons and has no liability for claims arising from the customer's use or misuse of Third-party Add-ons or breach of applicable Terms for Third-party Add-ons.
   
   
5. Ordering of Services
   1. The services that are included in the delivery to the Customer are collectively described in the Customer Agreement or the individual Order Confirmation.
   2. Netto can change terms and prices if this is necessary in accordance with the law, regulation or decision of a public authority that takes place after the time of entering into this agreement.
   3. Netto has the right to directly have a dialog with the end-users and end-customers of the customers regarding the Netto product and purchasing additional services directly from Netto.  
      
   
   
6. Registration of Users
   1. Each User shall create and use a unique user ID and password, and the Customer shall ensure that its Users:
      1. not share their login details with any other person or allow any other person to access the Service
      2. uses the Service in accordance with the Agreement.
   2. User IDs and passwords cannot be shared or used by more than one Authorized User. The customer must take reasonable measures to prevent unauthorized access to or use of the Services, and must notify Netto without undue delay of unauthorized access or use. The customer shall be responsible for unauthorized use arising from misuse of login details.
      
      
7. Maintenance and Interruption
   1. Netto has the right to repair and maintain and upgrade, update or improve its network, infrastructure, website(s), services and the like to ensure the operation of the Netto system.
   2. Netto shall have the right to interrupt or suspend the Services if and to the extent necessary to carry out maintenance operations:
      1. for operational testing, monitoring, prevention, maintenance or adjustments to be carried out either with respect to the Netto system as a whole or part of it;
      2. where necessary, in Netto's reasonable opinion, to preserve the integrity of the Netto system or any part of it or the general quality of the Services; or
      3. to comply with orders imposed by public authorities.
   3. Netto shall, to the best of its ability, attempt to give advance notice if it is practically possible and shall use commercially reasonable efforts to minimize interruptions or disturbances in the use and operation of the Services.
      
      
8. Duration and Extension
   Unless the Agreement is terminated earlier in accordance with the provisions in Clause 17, the agreement shall be effective from the order date and for an initial agreement period as stated in the Agreement or the order confirmation ("InitialAgreement period"). At the end of the Initial Agreement Period, the Agreement is automatically renewed for additional periods (each "Renewal period") corresponding to the Initial Agreement Period, unless the Customer expressly terminates the Agreement in writing before the end of the Initial Agreement Period (or a subsequent Renewal Period).
   
   
9. Change in the Service
   1. Netto may at any time change the Service by removing, adding, changing functions or to carry out repairs, updates and upgrades in the Service, provided that such changes do not significantly change the core functions or functionality of the Services or change the security of the Service. Such changes may also involve changing suppliers. To the extent that such suppliers function as sub-processors, such changes shall be handled in accordance with the change of sub-processors as stated in the Data Processor Agreement.
   2. If a change requires implementation by the Customer, Netto is not responsible if a Service cannot be used as a result of the Customer not implementing the necessary changes.
   3. If Netto releases a Netto Update necessary for continued use of the Service, Netto will grant access to such Netto Updates at the time such Netto Updates are made generally available to other customers of Netto. This provision does not entail any obligation for Netto to make Netto Updates available to the Customer that involve additional or new functionality (that is, functionality that is not part of the Service). Such Netto Updates that provide new or additional functionality can be made available in accordance with an agreement with the Customer in accordance with any applicable fees and additional terms (when applicable).
   4. The Customer may order new services at any time during the Initial Agreement Period or the Renewal Period (“Additional Services") by signing an Agreement or an order confirmation that sets out the specific additional services, as well as the remuneration associated with Additional Services.
   5. The customer can increase the number of Licenses at any time without a new Agreement or an order confirmation. Any new License will automatically be invoiced from the date of creation according to the same price structure as the existing agreement for the remaining part of the Initial Agreement Period (or a Renewal Period).
   6. Any reduction in the number of Licenses during the Initial Agreement Period (or a Renewal Period) will only take effect after the Initial Agreement Period (or after a Renewal Period if a reduction of Licenses takes place during a Renewal Period).
      
      
10. Customer Obligations
    1. The customer must act in accordance with the General Terms and Conditions.
    2. The services are only provided for the customers' internal use and may not be resold, relicensed, rented out or transferred to a third party or in any other way used for anything other than the intended purpose without Netto's written consent.
    3. If the Customer is exposed to errors, attacks or technical problems, the Customer must notify Netto without undue delay, so that Netto can take measures to rectify the situation and avoid derivative problems for Netto and other customers. Netto is not responsible for problems or errors with the Service related to this.
    4. If an event as stated above in Section 10.3 causes problems which, in Netto's opinion, may lead to operational technical problems for Netto, or for other Nettos customers, Netto may limit or disconnect the Service to remedy or prevent such problems.
    5. The customer is responsible for complying with all applicable laws and regulations that apply to the business when using the Services (including for its Users), including marketing legislation and the legal basis for processing personal data.
       
       
11. Acceptable use Guidelines
    1. The Customer (and its Users) must not:
       1. circumvent or disable technological features or security measures built into the Services;
       2. breach or violate Netto's or a third party's Intellectual Property Rights,
       3. transmit illegal content;
       4. carry out spamming or other unsolicited advertising,
       5. engage in fraudulent activity to the detriment of third parties,
       6. use the Service in such a way that it is likely to interfere with the provision of services to others.
    2. The customer is responsible for all activities that occur in the customer's user account. The customer must not hand over the login information that gives access to the Services to any third party.
       
       
12. Payment and Invoicing
    1. The customer shall pay the remuneration stipulated in the Agreement or the order confirmation within 30 days from the invoice date. Delivery of the Service and remuneration shall take effect from the date of order unless otherwise agreed. Netto submits invoices either via an electronic invoice in an approved standard format or by e-mail. The customer may also choose to pay by credit card.
    2. In the event of late payment, late payment interest accrues in accordance with the Act on interest for late payment, etc. Any accrued late interest can be added to the next invoice for the Service to the Customer. In the event of non-payment beyond 30 days, Netto may close access to the Services and/or limit the customer's access to the Service. The customer cannot make any claims against Netto as a result of this.
    3. The customer cannot set off amounts due under the Agreement against other claims the customer may have.
    4. All fees and amounts to be paid in accordance with the Agreement are calculated on the basis of the data registered or logged by Netto. If the Customer disputes this data or an invoice (or parts of an invoice), the Customer must immediately notify Netto before the due date. If the Customer does not notify Netto before the invoice's due date, the Customer shall be deemed to have accepted the invoice.
    5. Netto's prices can change at the turn of the year, at least corresponding to the increase in Statistics Norway's consumer price index (the main index). Netto's prices can also change to the extent that taxes and fees or prices for third-party suppliers that are part of the service change. In such a case, Netto must notify the Customer of this.
       
       
13. Confidentiality and Notices
    1. Each party receiving Confidential Information ("Recipient") from the other ("DisclosingParty") shall keep this information confidential and shall not disclose such information to third parties without the Issuing Party's written consent. The Recipient shall take reasonable measures for the secure storage of confidential information.
    2. Regardless of Section 13.1, the Recipient may disclose the Disclosing Party's Confidential Information to its board members, and to employees who need access to such Confidential Information for the delivery or receipt of the Services.
    3. The duty of confidentiality laid down in this Clause 13 does not apply:
       1. confidential Information becomes publicly known information (unless this happens as a result of a breach of this Clause 13);
       2. if the Recipient can prove that the information was received from a third party who had the right to pass on such information
       3. where the information was developed by, or for, the Recipient independently of information received in accordance with this Agreement.
       4. if under a duty to hand over the Disclosing Party's Confidential Information by a public authority or in connection with legal proceedings. If a Party is obliged to such a handover, it must inform the Disclosing Party about the handover.
    4. Regardless of other provisions in this section 13, Netto has the right to:
       1. disclose or permit disclosure of the existence of this Agreement to any third party;
       2. disclose that the Customer is its client to a third party.
          
          
14. Customer Data and Protection of Personal Information
    1. Data the Customer brings into the Netto System is owned by the Customer. Netto has the right to process data on behalf of the customer as long as the customer relationship lasts. Netto reserves the right to use data aggregated and anonymised to improve the services, also after the end of the agreement.
    2. If, when performing the service, Netto is to process personal data, this will be done in accordance with national rules and the EU's data protection regulation.
       
       
15. Intellectual Property Rights and Updates
    1. The customer accepts that all Intellectual Property Rights in and to the Netto system (and the platforms included in the Netto System), the Services and any Netto Update (whether these exist now or in the future) belong to or are exclusively licensed to Netto or a Netto Group company. The customer does not have the right to copy or make any changes, corrections or adaptation of the elements covered by any of the foregoing. With the exception of such use as is necessary to make use of the service, this Agreement does not give the Customer any rights to Netto's Intellectual Property Rights.
    2. Regardless of what follows from points 13 and 15.1, Netto is granted a right to use the Customer's logos, names and trademarks in the marketing of its services and as a reference in connection with offers to other customers.
    3. Nothing in this agreement shall imply or be understood as a transfer or assignment of Intellectual Property Rights between the Parties.
    4. Customer is responsible for all necessary third-party clearances required, as well as costs incurred when using the Services (including but not limited to content distributed through use of the Service, such as music, images, etc.).
       
       
16. Limitation of Liability
    1. Netto's overall liability for damages under the Agreement, in or out of contract and regardless of liability, is limited to 25% of the annual Fixed Monthly Remuneration.
    2. Neither Party is liable to the other Party for indirect losses, or consequential damages arising as a result of or in connection with this Agreement (including lost profits, loss of goodwill or reputation, loss of business or business opportunities, loss of expected savings or loss or destruction of data or information).
       
       
17. Termination
    1. This agreement can be terminated immediately by written notice if the other Party
       1. is in material breach of the Agreement and such breach is not remedied within thirty (30) days of notification of this (if such breach can be remedied)
       2. is appointed a guardian, trustee or other form of administrator who takes over all or part of its business or assets;
       3. opens debt negotiation or bankruptcy or is in an insolvency-like situation.
    2. Netto may, by written notice, terminate this Agreement if a license or permit that is necessary for Netto's delivery of the Services ceases.
    3. Termination of the Agreement has no effect on the Parties' rights in default, which are available or have arisen before the time of termination.
       
       
18. Effects of Termination
    1. Upon termination of this Agreement (regardless of the reason):
       1. the Customer must pay all outstanding unpaid invoices and interest (if applicable);
       2. Netto can issue invoices for Services that have been delivered but not yet invoiced and that must be paid immediately upon receipt of the invoice (including any remaining parts of the Fixed Monthly Remuneration for the remaining part of the Initial Agreement Period or Renewal Period), unless it is a case of termination from The customer's side due to significant default by Netto;
       3. Netto shall, in the event of the Customer's termination as a result of material default by Netto, repay any amounts prepaid by the Customer that apply to the period following such termination after deduction of any outstanding invoices;
       4. each Party shall, at the request of the other Party, destroy or return all copies of Confidential Information belonging to the other Party which are in its possession or control on the date of termination of the Agreement; and
       5. each Party shall cease to use the Intellectual Property Rights belonging to the other Party and any Intellectual Property Rights belonging to a third party granted pursuant to this Agreement, and any license granted pursuant to this Agreement shall terminate immediately.
          
          
19. Force Majeure
    1. Neither Party shall be liable for failure to perform any of its obligations under this Agreement to the extent caused by a Force Majeure Event, provided that it shall take all reasonable steps to overcome and limit the consequences of the Force Majeure Event .
    2. If a Force Majeure Event results in non-delivery of the Services (or a substantial part thereof) for more than ninety (90) calendar days, one of the Parties may terminate this Agreement by giving seven (7) calendar days' notice.
       
       
20. Notices
    Any notice or other communication given to a Party under or in connection with this Agreement must be in writing. Written in this context also means e-mail.
    
    
21. Transfer
    The customer may not assign, sublicense or otherwise transfer any of its rights under the Agreement without Netto's written consent (including in the event of a merger or demerger). Such consent shall not be withheld without good reason. Netto can assign, sublicense, transfer or otherwise dispose of its rights or obligations under the agreement.
    
    
22. Choice of Law
    This agreement is subject to Norwegian law and with Oslo District Court as the agreed venue.

Appendix 1 - Definitions