Terms and Conditions

Purchase Terms

1. Contract Duration - Minimum 12 months

2. Renewal – Auto renew for 12 months, with 4 months advance renewal notice to customer

3. Termination – Minimum 3 months’ notice

4. Payment - Due 14 days from invoice date

General Terms and Conditions

5. Intellectual property rights

Intellectual property rights mean patent rights and any other copyright, including trade secrets, know-how, design rights, trademark rights, the right to seek and be granted any of the foregoing rights in inventions, trademark names, business names, logos, theories, algorithms, source code domain names and URLs, copyright, design rights, rights to databases, publishing rights, methods, processes, trade secrets and confidential information and all other forms of intellectual property that have a similar effect as any of the foregoing anywhere in the world developed from or during the execution of the project under this Agreement ("Intellectual Property").

Any Intellectual Property Rights that arise during the development or further development of the Service shall accrue to and be owned by the Supplier.

The Parties agree that the Supplier shall have exclusive ownership of the Service, including Intellectual Property Rights and the right to future use of results, methods, and the like to the extent they are prepared under this Agreement, unless otherwise provided by this Agreement or agreed between the Parties. This does not apply to the product data content, which will remain in the ownership of the Customer.

Product data ownership - The Customer retains the ownership right of product data provided by them into X-Trade and acknowledges the right of use by the Supplier and the Supplier’s platform subscribers during the contract period, unless explicitly set forth by the Customer. Upon the contract expiration, the product owner acknowledges that the product data shall remain on the X-Trade platform for ten (10) consecutive years for audit and inventory purposes, or a period specified by the Customer. The access of product data by X-Trade platform subscribers will be restricted and the Supplier is obliged to remove the product data after the permitted duration.

Responsibility to secure the product data - The Supplier must provide reasonable security measures to safeguard the product data for unauthorized use, where:

Access shall be in accordance with the Customer’s authorization

II.

Implement security measures and procedures according to best practices including backup procedures and other areas necessary to comply with the service level.

6. Subscription Rights

Subject to the full payment of the fees, and subject to the terms and conditions set forth, upon the Customer’s acceptance of this quotation, the Customer is granted a non-exclusive, non-assignable, royalty free, worldwide limited right to use the Services solely for the customer’s internal business operations and subject to the terms of the Agreement. The Customer may allow Users to use the Services for this purpose, and the Customer is responsible for their Users’ compliance with this Agreement.

7. Subscription Restrictions (According to Subscription Plan)

The Customer may not, or permit anyone to:

Copy, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to or provided with the Services.

II.

Translate, modify, make derivative work of, the Services or any of its components.

III.

Assign, sublicense, pledge, lease, rent, disclose, publish, sell, market, or share the Customer’s rights under this Agreement.

IV.

Make the Services or materials resulting from the Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted in writing by the Supplier for the specific license or materials from the Services the Customer has subscribed to.

Use the Services and/or its outputs unlawfully or in any manner not expressly authorized by this Agreement.

VI.

Or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to the Supplier’s.

The Customer shall not knowingly or willfully use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with the Supplier’s provision of the Services.

8. X-Trade Access

To obtain access to the Service, the Customer and users must register an account with the Supplier of the platform X-Trade in the Customer’s name to enable the access and use of it and to comply with the terms as agreed.

9. Login and Password

The Customer is responsible for maintaining the confidentiality of the Customer’s user credentials and password. It is strictly prohibited to share the Customer’s user credentials and password with any other person; it is the Customer’s sole responsibility to protect the Customer’s user credentials and password, and to refrain from sharing such with any other person. The Customer understands and agrees that the Customer is liable for any activity performed by any person using the Customer’s account

10. Consent to use of data

The Customer agrees that the Supplier may collect, use, store and transmit information relating to the Customer’s use of the Services. Such collected data may identify the Customer’s computer (including the Internet Protocol Address), operating system, Services’ usage, that may be gathered periodically by the Supplier. The Supplier may use this information combined with personal information for marketing purposes and to improve its products and services, and share that data with its third-party service providers, provided that, any such use and disclosure shall be made in a form that does not personally identify the Customer and does not make any correlation between the Customer and the Customer’s Data. Such data and all other data provided to the Supplier and/or collected by the Supplier in connection with the Customer’s access to, and use of, the Services, are collected, used, stored, and transmitted in accordance with the Supplier’s Privacy Statement located at https://xeris.no/legal/privacy-policy. To the extent that anything in this Section conflicts with the terms of the Supplier’s Privacy Statement, the terms of the Privacy Statement shall prevail.

11. Marketing

The Supplier has the right to name the Customer as a customer in marketing materials for the purpose of promoting its work, the Services or any other related services or products of the Supplier.

Provision of the Service

12. Suspension

The Supplier reserves the right to temporarily suspend or terminate the Customer’s access to the Customer’s Data in the event of a breach, system maintenance or support level allowed in the Support Service with prior notice. In addition, the Supplier may add or remove functionalities or features to the Service and may suspend or stop providing any features associated with the Services.

13. Removal of Data

The Supplier does not tolerate any infringement of copyright or other intellectual property rights by the Customer’s Data or otherwise violation of this Agreement and will respond to notices of alleged copyright infringement that comply with the digital data rules and are properly provided to the Supplier. The Supplier does not pre-screen the Customer’s Data, however, the Supplier shall have the right to remove the Customer’s Data if it becomes aware of and determines to be harmful, offensive or otherwise in violation of the Agreement and to terminate repeat infringers, all as determined in the Supplier Terms of Use located at https://xeris.no/legal/terms-of-use

14. Customer Obligations

The Customer will comply with all applicable laws, statutes, regulations, and ordinances.

15. Compliance With Copyrights

The Customer will:

Be solely responsible for the nature, quality, and accuracy of the Customer’s Data.

Ensure that the Customer’s Data (including the storage or transmission thereof) complies with this Agreement and all applicable laws, and regulations.

Work in good faith to handle and resolve any notices and claims relating to the Customer Data, including any notices sent to the Customer by any person claiming that any of the Customer’s Data violates any person’s rights. The Supplier will have no liability of any kind due to the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt the Customer’s Data.

16. Termination for Material Breach

In the event of any material breach of this Agreement by either Party, the Party not in breach shall be entitled to dispatch to the Party in material breach a demand for correction of such material breach within a stipulated, reasonable period, which period shall not be less than thirty (30) days following the date of receipt of the written demand. If the Party in material breach as aforesaid fails to correct the material breach within the stipulated, reasonable period or such longer period mutually agreed to by the Parties, the Party not in breach shall have the unconditional right and option to terminate this Agreement immediately upon giving to the Party in material breach written notice of such termination.

17. Termination for Insolvency

Notwithstanding the foregoing, the Supplier may immediately terminate this Agreement and related Services

on the instigation by or against the Customer for insolvency, receivership, or bankruptcy proceedings, which have not been cancelled within forty-five (45) days following such instigation.

on the Customer making an assignment for the benefit of creditors, or (c) on the Customer’s insolvency or ceasing to do business, except in case of an internal reorganization.

18. Taxes

The fees and all other amounts due as specified in this quotation and price lists are net amounts to be received by the Supplier, exclusive of all taxes, duties, VAT, and other taxes based on the Services subscription provided under this quotation, (collectively, the “Taxes”), and are not subject to offset or reduction because of any Taxes incurred by the Customer or otherwise due as a result of this quotation. the Customer shall be responsible for and shall pay directly, all Taxes relating to the performance of this quotation.

19. Limited Warranty

The Supplier warrants that the Services will perform in all material respects in accordance with the Documentation associated therewith. If the Services provided to the Customer during the Subscription Term were not performed as warranted, the Customer must provide written notice to the Supplier as specified in the ordering document no later than five (5) business days after the Customer revealed such non-compliance.

20. Exclusive Remedies

The Supplier will use reasonable efforts to remedy any prolonged significant non-conformance in the Services which are reported to the Supplier pursuant to Clause‎ 17 above, and that the Supplier can reasonably identify and confirm. The Supplier at its discretion will repair, replace, or provide a reasonable work around to any such non-conforming or defective Services, or in extreme conditions, grant a credit to Customer in an amount as determined by the Supplier, at its sole discretion.

21. Limitation of Liability

The Supplier will not be liable for breach-of-contract damages suffered by the Customer that are remote or speculative, or that the Supplier could not have reasonably foreseen on entry into this agreement. The Supplier’s liability under this agreement will not exceed the fees paid by the Customer under this agreement during the twelve (12) months preceding the date upon which the related claim arose.

22. Miscellaneous Provisions - Governing Law and Exclusive Jurisdiction

This Agreement shall be governed and construed in accordance with the laws of Norway without regard to conflict of legal principles.

23. Assignments

The Customer may not sell, lease, assign, or otherwise transfer, in whole or in part, the Customer’s rights under this Agreement without the express written consent of the Supplier, provided, however, that such consent shall not be unreasonably withheld if the Customer assigns this Agreement to any acquirer or Affiliate (as the case may be) in connection with a merger, acquisition, or sale of all or substantially all our assets. The Supplier may assign this Agreement, without obtaining Customer’s approval, to any of its Affiliates or to any acquirer of all or substantially all such share capital, business assets whether by merger, acquisition or otherwise. Subject to the foregoing, this Agreement will bind and insure the benefit of each party’s successors and permitted assignees.

24. Entire Agreement

This Agreement constitutes the final and complete understanding between the parties and replaces and supersedes all previous oral or written agreements, understandings, or arrangements, including, without limitation, previous versions of subscription to the Services. In case of contradiction between the provisions of this Agreement and any other written agreement between the parties hereto, the provisions of this Agreement shall prevail, unless explicitly stated otherwise in a written agreement signed by both parties.

25. Modifications

The Supplier may amend this Agreement at any time by providing the Customer with a reasonable notice, including without limitation by posting an amended version of this Agreement on the Supplier’s platform, in such case, the Customer shall have the sole responsibility to review such amended version of the Agreement. The amended terms and conditions of this Agreement shall bind the Customer upon their effective date.

26. Unenforceable

Terms shall not affect the enforceability of the remaining terms. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

27. Failure to Enforce Does Not Constitute Waiver

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

28. Force Majeure

If either party (the “Non-Performing Party”) shall be unable to or is prevented from carrying out its obligations thereunder due to a circumstance or event which is beyond the reasonable control of the Non-Performing Party (“Force Majeure”), this Agreement shall remain in full force and effect for the duration of its term herein but the Non-Performing Party’s obligations during the event which the Non-Performing Party is unable to carry out due to a Force Majeure (other than any obligations as to payment of money) shall to the extent of such inability be suspended for as long as the Force Majeure continues and for such reasonable period of time thereafter as may be necessary for the Non-Performing Party to resume performance of the obligations, provided that:

the Non-Performing Party shall continue to comply with its obligations under this Agreement to the maximum extent possible; and

the Non-Performing Party uses all reasonable efforts to mitigate or alleviate the effects of the Force Majeure on the performance of its obligations under this Agreement.

The Non-Performing Party shall notify the other party of the invocation of Force Majeure as soon as reasonably practicable but in any event within 7 days of the date on which the Non-Performing Party becomes aware of the occurrence of the Force Majeure, which notice shall include full particulars of the Force Majeure and the effect such Force Majeure is having on the Non-Performing Party’s performance of its obligations under this Agreement; and of the cessation of the Force Majeure and the effects the cessation of the Force Majeure is having on the Non-Performing Party’s performance of its obligations under this Agreement.

29. Governing Law and Dispute Resolution

The Agreement shall be governed by and construed in accordance with the laws of Norway. The Supplier shall address any contest or dispute raised by users within thirty (30) calendar days from the date of notification by the Consumer. If the dispute cannot be resolved within such period or if there is a deadlock, the Supplier is required to commence mediation proceedings upon the Consumer’s request and the dispute will be submitted to the Court of Trøndelag, Norway.

30. Contact the Supplier

For customer support with account-related and payment-related questions("Customer Support Queries"), a ticket should be submitted to the Customer Servicedepartment at support@xeris.no or a Contactform is to be used on the Supplier’s website. TheSupplier will use reasonable endeavors to respond toall Customer Support Queries within a reasonable time frame.

Definitions

"Add On Features" Feature or functionality that is chargeable and can be added on to the subscription plan.

"Additional Services” A chargeable customized additional service.

“Affiliate” Any entity that directly or indirectly controls, is controlled by, or is under common control by the Supplier.

“Annual Fee” the annual fee payable for the Initial Subscription Term or each Renewal Period, as applicable, by the Customer to the Supplier by reference to the Maximum Usage Limits, as set out in Schedule 1.

“Brand” the associating of a symbol, name, and design with a product to create a recognizable identity for that item or a group of items.

“Brand Owner” The company that owns the brand(s)

“Channel” A type of connection to be used to transmit product data to a trading partner.

“Connection” A connection is used to communicate product data to or from a trading partner. A connection can be a Channel or a Feed. A channel is used to send product data to a trading partner. A Feed is used to receive product data from a trading partner.

“Customer Data” refers to the product data provided by the Customer that resides in X-Trade, including, without limitation, Third Party Content (as defined herein), files, materials, data, text, audio, video, images or other content and information including 3D objects, weight, measurements, material colours & etc. submitted by the Customer and others to the Services.

“Export” Movement of product data from X-Trade platform using API or any established export method to Customer’s system or recipient(s).

“Feed” A type of connection used for receiving product data from a trading partner.

“Intellectual Property Right – IPR” means patent rights and any other copyright, including trade secrets, know-how, design rights, trademark rights, the right to seek and be granted any of the foregoing rights in inventions, trademark names, business names, logos, theories, algorithms, source code domain names and URLs , copyrights, design rights, rights to databases, publishing rights, methods, processes, trade secrets and confidential information and all other intellectual property rights that have a similar effect as any of the foregoing anywhere in the world developed from or during the execution of the project under this Agreement.

“Onboarding” A support to provide a new customer with scope requirement, implementation, documentation, tutorials, videos, or any other kind of help when using its software for the first time.

“Product Data” More general term of description used to describe the data sent between different trading partners. See “Customer Data” for more information.

“Services or Solutions” shall mean a digital platform consist of features, tools, and services, as detailed in the quotation, to which the Customer is granted access by the Supplier under this Agreement, including any Updates.

“SKU” an identifying series of numbers and letters to identify individual product records determined by the Customer

“Update(s)” shall mean modifications, corrections, updates, and enhancements to the Services, in its sole discretion, and made generally available as part of its Support Services, from time to time, including those intended to correct an error in the Services, and that may or may not include additional features, level of performance and/or functionality for the Services.

“User(s)” shall mean the employees authorized by the Customer.

“X-Trade” shall mean Software as a Service to import, structure, enrich, transform, and distribute product data in any format to trading partners or to any channel. References to the “X-Trade Platform” in this Agreement shall be deemed to refer to the specific version of the X-Trade Platform subscribed to by Customer pursuant to a Quotation.