End User License Agreement

KVIST SOLUTIONS AS - TERMS AND CONDITIONS

This document regulates the obligations and rights that you as a Customer and we as a Supplier have when using the Kvist system and associated modules (the "Cloud Service").

  • These Terms of Use are standard terms and conditions.
  • Please read these terms and conditions carefully.
  • Questions regarding the Terms of Use can be directed to kontakt@kvistsolutions.com.

1. GENERAL TERMS AND CONDITIONS

1.1 Ordering

1.1.1 The Customer orders the Cloud Service from Kvist through an Order Confirmation. The Customer can order the Cloud Service directly from Kvist Solutions AS ("Kvist"), from its website or via Partners.

1.1.2 By signing an Order Confirmation, or clicking "I accept" or similar on any presentation of the Terms of Use, the Customer enters into a legally binding Agreement with Kvist.  

1.1.3If you do not agree to the Terms of Use, or do not have the necessary authorisation from your company, you must not use the Cloud Service, sign an Order Confirmation or otherwise accept the Terms of Use.

1.1.4 The following information is included, as a minimum, in the Order Confirmation: 

  • Kvist Solutions AS, org.nr.: 925 208 531
  • Which Cloud Service and Modules the Customer has ordered.
  • Fee for the Cloud Service.
  • Terms of subscription (incl. start of billing) and termination of customer relationship.
  • Any additional terms and conditions.

1.1.5 Unless otherwise agreed in writing, the Terms of Use and the Order Confirmation constitute the entire agreement for the Cloud Service (collectively, the "Licence Agreement").

1.1.6 Kvist may amend the Terms of Use as necessary. The Terms of Use always include the version number and date of the last update. Such changes will be notified 30 days in advance. If the Customer does not accept the changes to the Terms of Use, the Customer may terminate and request a proportionate refund of Fees paid in advance.

1.1.7 If this is stated in the Order Confirmation, the Customer may demand confirmation of the proposed changes before the changes apply to the Customer. The Customer's response deadline is 7 days after the change proposal has been received from Kvist. The Customer may not reject changes without reasonable grounds.

1.1.8 The terms of use are at all times available at https://kvistsolutions.com/terms-and-conditions, or in the Customer's purchasing portal if this is stated in the Order Confirmation.

1.2 Fees and charges

1.2.1 The Customer undertakes to pay all Fees in accordance with the Order Confirmation or the current price lists from Kvist, published online or made available in some other way.

1.2.2 The subscription period is automatically renewed annually unless otherwise agreed in writing or stated in the Order Confirmation.

1.2.3 Unless otherwise agreed in writing, all Fees are due at maturity and are non-refundable. No refunds will be given for unused Licences, remaining days in the Subscription Period, unless the availability of the Cloud Service is significantly limited for reasons solely attributable to Kvist. In such cases, the Customer may be offered a reasonable refund for prepaid Fees.  

1.2.4 All Fees are exclusive of all taxes and duties. Unless otherwise agreed, Kvist will add the applicable value added tax (VAT) to the invoice.

1.2.5 Kvist reserves the right to change prices with 30 days' notice where a subcontractor has increased its price to Kvist. Furthermore, Kvist reserves the right to increase prices annually to take account of general price and index adjustments (Statistics Norway's consumer price index - the Total Index), without prior notice with effect from 1 January.

1.2.6 In the event of non-payment or late payment, Kvist must consider suspending or limiting further delivery of the Cloud Service, charging statutory interest on arrears and sending unpaid invoices to debt collection.

1.3 Communication and notifications

1.3.1 General information about the Cloud Service, such as information about new functions, price changes or planned maintenance, will be provided in the Cloud Service, on Kvist's website or by email. Notifications of particular importance will be sent to the Customer's primary email address.

1.3.2 The Customer is responsible for providing Kvist with up-to-date contact information at all times. All messages are considered delivered and effective immediately when they are sent or posted by Kvist.

1.4 The cloud service

1.4.1 The Customer purchases a Right of Use for the Cloud Service, which is made available online by Kvist. By purchasing a Right of Use, the Customer gains access to and the right to use the Cloud Service in accordance with these Terms of Use.  

1.4.2 Kvist provides operational support free of charge, e.g. in connection with account problems or errors in the Cloud Service. Other support, such as user training, can be purchased separately.

1.4.3 The Cloud Service is provided "as is" as a standard service. The Cloud Service is not conditional on, or linked to, any particular version or functionality at any particular time. The Customer may use the Cloud Service online as it is offered at any given time.

1.4.4 Kvist reserves the right to make improvements, add, modify or remove functionality, or correct errors or omissions in any part of the Cloud Service at its sole discretion and without any obligation or liability arising therefrom. In the unlikely event that any such modification disables or removes functionality that constitutes a significant part of the Cloud Service permanently, or for a period of more than two months, the Customer has the right to terminate the subscription and receive a proportionate refund of any prepaid Fees.

1.4.5 Kvist reserves the right to discontinue the Cloud Service or its availability in a particular market with 12 months' notice, unless the discontinuation is due to force majeure events, in which case a shorter period may apply.

1.4.6 The Cloud Service or individual modules may be subject to additional conditions or restrictions. This is specified in the Order Confirmation.

2. UTILITY LAW

2.1.1 The Customer is granted a non-exclusive, revocable and cancellable right to access and use the Cloud Service, limited to the Customer's internal business objectives and in accordance with the Terms of Use. 

2.1.2 Under no circumstances may the right of use be transferred to or assigned to any other entity, in whole or in part, without the prior written consent of Kvist in each individual case. This shall not be unreasonably withheld.

2.1.3 User accounts are managed by the Customer and are the Customer's responsibility. All User Accounts are for named individuals. The Customer may assign User Accounts to third party individuals who perform actions on behalf of and in favour of the Customer, such as the Customer's auditor, consultant and the like.

2.1.4. The Customer is solely responsible for all use of the Cloud Service, including the actions of Users or integrated applications. The Customer is solely responsible for the content and legality of data, and shall not transmit or process malicious code, data or the like in or with the Cloud Service, or use the Cloud Service for illegal, malicious or harmful purposes.

2.1.5 The Customer is responsible for paying relevant licence fees and other fees to the owner of the standard the Cloud Service is used to comply with. If, for example, a customer is to be certified according to BREEAM-NOR or BREEAM In-use, the Customer is responsible for paying the fees imposed by Grønn Byggallianse and BRE, including for use of the manual.

3. DATA PROCESSING AGREEMENT

Transparency and accountability are important to Kvist. Information and other details about how Kvist processes personal data in our Cloud Service and on our website will at all times be available at https://kvistsolutions.com/privacy-policy.

3.1 Customer data

3.1.1 The Customer is the Controller of all Customer Data, and consents and/or warrants:

  • The Customer hereby authorises Kvist to process Customer Data on behalf of the Customer, solely for the purpose and to the extent necessary to provide the Cloud Service, in accordance with and in order to fulfil the Terms of Use and applicable data protection legislation;
  • Customer is the owner of or is otherwise entitled to transfer Customer Data, including personal data, to the Cloud Service for processing, and Customer is responsible for the accuracy, integrity, content, reliability and legality of such Data, including its use.

3.1.2 Kvist is the Data Processor for Customer Data, and consents and/or warrants:

  • To comply with advice and directives from the relevant regulatory authorities;
  • Security measures to protect the Data against loss and unauthorised processing, ensuring the confidentiality, integrity and availability of the Data, in accordance with a level of security appropriate to the risk represented by the processing;
  • To inform the Customer without undue delay after having become aware of a breach of Personal Data security, or if Data Processing by the Customer in Kvist's opinion violates applicable law;
  • To notify the Customer of any request for dissemination, access or disclosure of Data, unless Kvist is legally prevented from doing so. Kvist will not respond to such requests unless the Customer has authorised it. Kvist will only disclose Customer Data to public authorities in connection with compliance with legally binding orders, such as a court order or search warrant;
  • Not to publish any comment, statement or similar made by a Customer or User without prior authorisation.

3.2 Usage data

3.2.1 Usage Data is data generated by the use of the Cloud Service, which Kvist may use to protect data and the Cloud Service, deliver, market, develop and maintain the Cloud Service and related products as specified below. Usage Data is:

  • Technical information and traffic data, such as type of operating system, type of browser, keyboard language and IP address;
  • Aggregated customer- or user-generated data, such as session durations, password resets, etc;
  • Non-aggregated customer or user-generated data, such as context and content in support cases, chat boxes, security logs, and the like;
  • Production data. For example, as files, databases, or other information Customers have added as part of their use of the Cloud Service.

3.2.2If Usage Data contains Personal Data, such as an email or IP address, or information about the Customer, such as the Customer's name or organisation number, Kvist is the Controller based on legitimate interest and shall implement security measures to achieve a level of security appropriate to the risk of the processing:

  • Kvist anonymises such data using certain technical processes before it is processed for the purposes (specified in section 3.2.3), so that the data no longer contains Personal Data and the Customer (or other entities, e.g. the Customer's customer) can no longer be identified.
  • If anonymisation is not possible due to technical limitations, such that there is a significant risk of re-identification, or it is not feasible in view of the purpose of the processing, Kvist shall implement additional, appropriate security measures.

3.2.3 Kvist processes Usage Data exclusively for the following purposes:

  • Improving service and user experience, e.g. by analysing aggregated usage patterns, offering individual user settings;
  • General marketing and display of relevant information, for example for complementary or value-added services;
  • Security and related purposes, for example by analysing session and login data, event records and the like in order to prevent, investigate and document security issues and to improve the security of the Cloud Service.
  • Statistics and research, such as the number of points/criteria choices, certification level or the number of times a document has been reviewed through our systems, in order to show market statistics relevant to the Customer in the Cloud Service.
  • Compliance. Kvist may use and analyse Usage Data to verify compliance with the Terms of Use, such as logging when a Customer accepts the Terms of Service.
  • Development and testing, for example by analysing aggregated usage patterns, providing data to develop new technologies, improving user experience, operational testing of new or updated services, or technical feasibility.

3.3 Subcontractors

3.3.1 Kvist may use subcontractors for the delivery and development of the Cloud Service, including the processing of Personal Data and/or Usage Data. Kvist will always enter into a data processing agreement with subcontractors in order to fulfil the obligations arising from this agreement.

3.3.2 If the subcontractors are located outside the EU, the Parties agree that Kvist is authorised to provide a valid legal basis for the transfer of Personal Data outside the EU, on behalf of the Customer, using approved transfer mechanisms, such as EU standard contracts. The Customer authorises Kvist to use such transfer mechanisms on behalf of the Customer.

3.4 Safety and security

3.4.1 Kvist is committed to providing a high level of security in our Cloud Services, including personal data and privacy. Kvist provides an appropriate level of security through organisational, technical and physical security measures designed to ensure the confidentiality, integrity, availability and resilience of the Cloud Service and the Data processed.

4. OTHER TERMS AND CONDITIONS

4.1Intellectual property rights

4.1.1 Kvist is the sole owner of the Cloud Service. The Cloud Service and its intellectual property rights are protected by copyright, intellectual property laws and other laws and treaties. Trademarks, product names, company names or logos mentioned in (or in connection with) the Cloud Service are the property of their respective owners.

4.1.2 Third party components provided by Kvist as part of the Cloud Service are covered by the Terms of Use, unless Kvist has made available separate terms and conditions for the third party component, in which case these shall take precedence. If the third party component is open source, the Cloud Service (apart from the third party component) shall not be deemed to be open source or a publicly available service.

4.1.3 In the event of infringement of intellectual property rights, Branch and its licensors may take all reasonable steps to protect their interests as permitted by law.

4.1.4 The Customer (or the Customer's Clients) is the sole owner of the Customer Data, including any intellectual property associated with the Customer Data. 

4.2 Guarantee

4.2.1 Kvist will use reasonable endeavours to ensure that the Cloud Service functions substantially as described in the Order Confirmation during the Subscription Period, provided that it is correctly configured (including the Customer's choice of browser). The Customer and Kvist agree that the Cloud Service and its delivery will not be completely free of errors and that improving the Cloud Service is a continuous process.

​4.2.2 Kvist does not guarantee that the Cloud Service will fulfil the Customer's requirements, function correctly with the Customer's choice of equipment, systems or settings, set-up, configuration, modifications, adaptations, plug-ins or integrations that have not been carried out or controlled by Kvist. Kvist is not responsible for the Internet, Internet service providers or for the Customer's Internet connection.

4.2.3 If the Cloud Service does not function in accordance with the limited warranty specified in this section, Kvist shall correct confirmed errors or deficiencies in the Cloud Service at its own expense. "Confirmed errors or deficiencies" means errors or deficiencies that can be reproduced by Kvist and/or confirmed through Kvist's support channels. Kvist may choose to replace the Cloud Service or functionality instead of performing a correction.

4.2.4 If the confirmed error or defect is of a material nature, meaning that the Customer's ability to use the Cloud Service is significantly reduced, and Kvist does not rectify the confirmed error or defect or replace the Cloud Service within a reasonable period of time, the Customer may terminate the Right of Use. In such case, the Customer is entitled to a proportionate refund of all Fees for the remaining Subscription period for the affected Cloud Service, from the month following Kvist's verification of the error or defect.

4.2.5 Apart from what is expressly stated here, the Customer shall not be entitled to raise other or further claims against Kvist.

4.2.6 Links to websites not owned or controlled by Kvist that appear in the Cloud Service or related websites or documentation are provided as a convenience to you. Kvist is not responsible for such websites.

4.3 Responsibility

4.3.1 Kvist is not responsible for Customer Data, including its content, ownership and legitimacy, or for Use or other activities carried out on Customer Data by the Customer or on behalf of the Customer, or otherwise beyond Kvist's control.

4.3.2 The total accumulated liability (including any refunds and compensation for direct losses and costs) during the Subscription Period for the Cloud Service shall in total not exceed an amount equivalent to 12 months' Fees for the Cloud Service concerned.

4.3.3 Neither Kvist nor the Customer shall be liable for any delay or failure to perform arising out of or in connection with force majeure, and other events similarly beyond the control of Kvist or the Customer.

4.3.4 If legislation, directives or regulations that apply to the Cloud Service or its provision are changed, or new legislation or new regulations are adopted after the Cloud Service has been made available on the market, which prevent Kvist from fulfilling the Customer's obligations in accordance with the Terms of Use, and/or which require the suspension of the Cloud Service, in whole or in part, for a limited period or for an indefinite period, this shall be deemed to be force majeure.

4.3.5 Whilst Kvist will exercise care in ensuring the secure transmission of information between the Customer and the Cloud Services, the Customer acknowledges that the Internet is an open system and that Kvist cannot and does not guarantee that third parties cannot or will not intercept or alter Data. Kvist accepts no liability for any such misuse, disclosure or loss of Data.

4.4 Cancellation

4.4.1 Cancellation by the Customer: The Customer may terminate the Customer Relationship without giving any reason and at any time according to the terms specified in the Order Confirmation. Terms may vary from module to module.

4.4.2 Termination by Kvist: If Kvist confirms or reasonably suspects that the Customer is or will be in breach of its obligations under the Terms of Use, or the Customer becomes bankrupt or insolvent, Kvist may suspend the Customer's access to the Cloud Service or restrict the Customer's access to read-only access until the matter is resolved. Kvist shall give the Customer reasonable time to respond before suspending or restricting access. If the situation is not resolved within a reasonable time, Kvist reserves the right to terminate the Customer's right to use the Cloud Service and thereby terminate the customer relationship. Kvist may, at its sole discretion, choose to terminate the Customer's right to use the Cloud Service with immediate effect if the Customer materially breaches the Terms of Use.

4.4.3 Deletion of data: In the event of termination of the customer relationship, or where Kvist's legal basis for processing the Data expires, for whatever reason, Kvist shall delete the Customer Data from its systems, unless mandatory statutory provisions require Kvist to continue to store the Data. In that case, Kvist shall continue to safeguard the security of the data as stated in the Terms of Use. Once the Customer Data has been deleted, Kvist shall have no further obligations to the Customer regarding the Customer Data.

4.4.4 Return of data: The Customer may request that the Customer Data be returned no later than 30 days after termination. If more than 30 days have passed, the data may have been irrevocably deleted. Kvist shall return the Customer Data in a format, time and delivery method as determined by Kvist. The format, time and method of returning the data may vary from module to module.

4.5 Jurisdiction and dispute resolution

4.5.1 The rights and obligations of the Parties shall be governed in their entirety by the national legislation applicable to Kvist, the Customer has entered into this agreement without regard to choice of law provisions. If a dispute arises as a result of or in connection with the Terms of Use or the use of the Cloud Service, the Parties shall endeavour to resolve the dispute through amicable negotiations. If the dispute cannot be resolved in the aforementioned manner, it shall be referred to Oslo District Court.

4.5.2 The parties agree that they shall not bring any claim arising out of or in connection with the Terms of Use when more than one year has passed after termination.

Versjon 1.2 - 25.04.2024