Terms of Service

1. Introduction

1.1 Wenn Property AS (hereinafter "WP") provides digital products for property inspections and the creation of reports, quotes etc., delivered as a software-as-a-service (SaaS) on a subscription basis.

1.2 These terms and conditions, including the documents these Terms refer to (collectively referred to as the "Terms"), form an integral part of the order form (including amendments thereto) entered into between WP and the legal entity (hereinafter the "Customer") specified in the order form. The order form and the Terms together constitute and are collectively referred to as the "Subscription Agreement".

1.3 The Subscription Agreement governs the relationship between WP and the Customer, and the Customer's use of the Service.

1.4 The Subscription Agreement is binding from the time the Customer has signed the order form or completed an order in WP's self-service ordering solution.

1.5 The Customer and WP are hereinafter referred to individually as a "Party" and collectively as the "Parties".

2. Definitions

2.1 The Subscription Agreement: The agreement granting the Customer the right to use the Service for a certain period in accordance with the Terms, against payment of the agreed subscription fee (specified in the order form), as defined in section 1 above.

2.2 The Order Form: The form, including orders completed in WP's self-service ordering solution, specifying the Customer, chosen subscription, number of Users, prices, payment interval and payment method, as well as any special terms.

2.3 User: Any natural person authorised by the Customer to access and use the Service on behalf of the Customer. One user is linked to one natural person, and the number of Users covered by the Subscription Agreement is defined in the order form.

2.4 Confidential Information: All information that is not publicly available, regardless of how it is communicated or stored, which a Party or anyone acting on behalf of the Party provides to the other Party in connection with the Subscription Agreement.

2.5 The Customer: The legal entity defined in, and having signed or ordered through, the order form.

2.6 The Service: Software and associated components delivered by WP to the Customer, including updates, upgrades and any additional services as specified in the order form signed by the Customer.

2.7 The Terms: These terms and conditions, including documents the terms refer to, as defined in section 1 above.

2.8 WP: The company Wenn Property AS, org. no. 931 480 758, with registered business address Prof. Olav Hanssens vei 7A, 4021 Stavanger, Norway.

3. Conclusion of agreement, duration and termination

3.1 Conclusion of agreement: The Subscription Agreement is considered entered into and applies from the time the Customer signs the order form or completes an order in WP's self-service ordering solution.

3.2 Duration: The Subscription Agreement applies from the date of conclusion and runs for the agreed subscription period specified in the order form (the "Subscription Period"). The Subscription Period corresponds to the payment interval chosen by the Customer (month, quarter or year), unless otherwise specified in the order form.

3.3 Renewal: The Subscription Agreement renews automatically when the Subscription Period expires, and continues to apply for subsequent periods corresponding to the Subscription Period (each referred to as a "Renewal Period"), unless one of the Parties terminates the Subscription Agreement in accordance with this section 3.

3.4 Termination:

(a) General rule: Either Party may terminate the Subscription Agreement at any time, with effect from the end of the current paid Subscription Period or Renewal Period. The Customer retains access to the Service for the remainder of the period already paid for. Prepaid subscription fees are not refunded. If notice of termination is not received before the renewal date, the Subscription renews automatically in accordance with section 3.3.

(b) Subscriptions invoiced by EHF invoice: Where payment is made in advance for a period shorter than three months, a notice period of at least 90 days from receipt of written notice of termination applies. Where payment is made in advance for three months or more, the general rule in (a) applies.

(c) Specifically agreed terms: The order form or other written agreement between the Parties (including agreements with public-sector entities and enterprise customers) may stipulate deviating commitment periods, notice periods and payment terms, in which case they take precedence over (a) and (b). Any commitment period otherwise follows from the order form or applicable campaign terms.

3.5 Material breach: Each Party may terminate the Subscription Agreement with immediate effect if the other Party materially breaches its obligations under the Subscription Agreement, and fails to remedy the breach within 30 days of written notice.

3.6 Effect of termination or expiry: Upon termination or expiry of the Subscription Agreement, regardless of cause, the licence granted to the Customer shall automatically cease and the Customer shall immediately cease using the Service. Those parts of the Subscription Agreement which, either explicitly or by their nature, must apply after the contractual relationship has ended, shall continue to apply after the expiry of the Subscription Agreement.

3.7 Export of customer data: The Customer may request an export of customer data for up to 30 days after the expiry of the Subscription Agreement, provided such export is technically feasible. After the 30-day period, the customer data is deleted, unless WP is obliged to retain it under mandatory legislation.

4. Licence and restrictions on use

4.1 Licence: WP grants the Customer a non-exclusive, non-transferable, limited and revocable licence to use the Service during the Subscription Period in accordance with the Subscription Agreement, including these Terms. The licence does not include access to source code or associated documentation.

4.2 Access and Users: The Customer is responsible for ensuring that Users' access to the Service is administered in a secure manner and in accordance with the Subscription Agreement, and that only authorised Users are given access to the Service. The Customer is responsible for preparing and maintaining an overview of the number of Users using the Service. One user identity shall not be used by several natural persons. WP is entitled to require documentation to verify that the Customer fulfils the obligations set out in this section 4.

4.3 Restrictions on use: The Customer shall not, and shall not permit any third parties to:

• modify, copy or decompile the Service, or otherwise attempt to derive the source code of the Service;
• copy, modify, further develop, transfer, distribute, sell, publish or create derivative works of the Service, or otherwise infringe WP's or third parties' intellectual property rights;
• use the Service for unlawful purposes or in a manner that may harm the Service or other users of the Service;
• use the Service in a manner that violates local, national or international legislation;
• use the Services to a greater extent than what follows from the order form (including excess use of Users); and
• hack, introduce viruses into, or obtain or attempt to obtain unauthorised access to the Service or its functions.

4.4 Use of data: The Customer accepts that WP may use anonymised and/or aggregated customer data, including for the following purposes: (i) further development and improvement of the Service, (ii) analysis and product development, and (iii) training of algorithms. Pseudonymised data may be used for the development and improvement of the Service, in accordance with section 6 of the data processing agreement.

5. The Customer's obligations

5.1 Accurate information: The Customer shall at all times provide correct and updated contact information and invoicing information to WP.

5.2 Payment: The Customer shall pay all fees and costs related to the Service during the Subscription Period and subsequent Renewal Periods, in accordance with the order form and the chosen payment plan.

5.3 Compliance with applicable law: The Customer is responsible for ensuring that the use of the Service complies with applicable laws and regulations, including data protection legislation and other relevant regulations.

5.4 Responsibility for customer data: The Customer owns all data uploaded to the Service, and the Customer is responsible for ensuring that all customer data is lawful and does not infringe third-party rights.

5.5 Security routines: The Customer shall implement and maintain adequate security routines, including relating to the storage of Users' passwords, and shall notify WP without undue delay in the event of a security breach or suspected security breach.

5.6 Responsibility for Users: The Customer is responsible for and shall ensure that persons using the Service contribute to compliance with the Customer's obligations and the restrictions on use set out in these Terms.

6. Prices and payment

6.1 Prices: The subscription fee follows from the order form, or from WP's price list applicable at any given time if no price is specified in the order form. All prices are stated exclusive of value added tax and other public charges, which are added where required by applicable regulations.

6.2 Payment interval and advance payment: The subscription fee is paid in advance for the chosen Subscription Period (month, quarter or year), in accordance with the order form.

6.3 Payment methods: WP offers payment by payment card or EHF invoice, as specified in the order form or in the self-service ordering solution.

6.4 Card payment: Card payments are processed by WP's payment provider Stripe (Stripe Payments Europe, Ltd., Ireland). Card details are provided directly to Stripe and are neither stored by nor accessible to WP. Stripe is certified under the payment card industry security standard PCI DSS (Level 1). For Stripe's processing of personal data, see WP's privacy policy and Stripe's own privacy policy.

6.5 Price changes: WP may change applicable prices by written notice to the Customer no later than 30 days before the change takes effect. Price changes take effect from the beginning of the next Renewal Period. If the Customer does not accept the price change, the Customer may terminate the Subscription Agreement in accordance with section 3.4.

6.6 Payment default: In the event of non-payment, WP may, after written notice with a reasonable deadline, suspend the Customer's access to the Service until the outstanding amount is paid. In the event of late payment, default interest accrues in accordance with the Norwegian Act relating to Interest on Overdue Payments. Suspension does not release the Customer from the obligation to pay the subscription fee for the period in question.

7. WP's obligations

7.1 "As is": The Service is provided "as is" at any given time. Although WP strives to deliver an error-free Service, WP does not guarantee that the Service will be free of errors.

7.2 Changes to the Service: WP reserves the right to update and make changes to the Service. Updated versions of the Service will not necessarily contain all the same features as previous versions of the Service.

7.3 Availability: WP will endeavour to keep the Service available, but does not currently have a specific service level agreement (SLA). Errors shall be corrected within a reasonable time.

7.4 Maintenance and updates: WP regularly carries out maintenance, bug fixes and updates of the Service. The Customer will be notified of planned downtime and service interruptions within a reasonable time. Planned maintenance will as a general rule take place outside normal working hours. In the event of urgent maintenance (e.g. security updates), the Service may be unavailable for short periods without prior notice.

7.5 Data security: WP shall take reasonable technical and organisational precautions to protect the Customer and customer data against loss, unauthorised access or other forms of misuse. In the event of any data breach that may affect the Customer, WP will notify the Customer without undue delay and in accordance with applicable legislation.

7.6 Support: WP offers electronic support via e-mail/chat during normal working hours (e.g. 09:00–15:00 on weekdays). WP will respond to support requests within 48 working hours, provided that this obligation does not constitute a guaranteed resolution time. This is solely a commitment regarding response time.

7.7 Use of subcontractors: WP is entitled to use subcontractors in connection with its delivery of the Service to the Customer, including providers of cloud services, payment services, invoicing and customer administration. WP is responsible for such subcontractors' compliance with the Terms, as if they were WP's own actions. An overview of subcontractors processing personal data is set out in the data processing agreement and WP's privacy policy.

8. Confidentiality

8.1 The Parties undertake to maintain confidentiality regarding Confidential Information received from the other Party, and not to use such information for purposes other than what is necessary for the fulfilment of the Subscription Agreement.

8.2 The obligation of confidentiality does not apply to information that (i) is publicly known or becomes publicly known without breach of this agreement, (ii) is already lawfully in the recipient's possession, or (iii) is lawfully received from a third party without an obligation of confidentiality.

9. Intellectual property and indemnification

9.1 Ownership of the Service: WP, as well as WP's subcontractors and licensors, retain all intellectual property rights related to the Service. "Intellectual property rights" means all intellectual property rights, including copyright, trademark rights, patent rights, design rights, database rights, know-how and all other rights to software (including source code), inventions, concepts, drawings, customer lists, information, data etc.

9.2 Limited licence: No rights are transferred to the Customer beyond what explicitly follows from these Terms.

9.3 The Customer's data: The Customer retains all rights to its own data stored, processed or otherwise used in the Service, with the exceptions described in section 9.4 below and section 4.4 above.

9.4 Use of the Customer's data: The Customer accepts that WP may, free of charge, use ideas, suggestions for improvements, feedback and other information related to WP's intellectual property rights that WP obtains through the Customer's use of the Service to further develop and improve the Service. WP has full ownership of all data generated by the Service, including aggregated data and metadata created through the Customer's use of the Service.

9.5 Indemnification: The Customer shall indemnify WP against any loss or liability incurred by WP as a result of (i) any claim or lawsuit brought by a third party as a result of the Customer's use of the Service, or (ii) the Customer's breach of the Subscription Agreement. WP shall indemnify the Customer against any loss or liability incurred by the Customer in connection with any claim or lawsuit brought by a third party as a result of WP infringing a third party's intellectual property rights by offering the Service.

10. Privacy

10.1 WP must process certain personal data, such as name, e-mail and payment and invoicing information, in order to deliver the Service, administer the customer relationship, invoice and provide support services. Furthermore, WP may process personal data in connection with the anonymisation, pseudonymisation and aggregation process described in section 4.4 above. WP's processing of personal data shall take place in accordance with the requirements of applicable data protection legislation and WP's privacy policy.

10.2 WP also processes personal data on behalf of the Customer as a data processor in connection with its delivery of the Service. Such processing is governed by the data processing agreement, which is attached to and forms an incorporated part of the Subscription Agreement.

11. Limitation of liability

11.1 Indirect loss: WP is not liable for indirect or consequential losses, including but not limited to loss of income, profit, anticipated savings, contracts, reputation or loss of data.

11.2 Errors in the Service: Furthermore, WP cannot be held liable for errors in the Service. In the event of errors in the Service, WP is only responsible for correcting the error. WP shall, however, be liable for intentional or grossly negligent acts or omissions.

11.3 Limited liability: WP is not liable for loss or damage resulting from the Customer's (or Users') actions in breach of the Subscription Agreement, third-party actions or force majeure.

11.4 Aggregate liability: WP's aggregate liability for any claims related to the Service is limited to the amount the Customer has paid to WP for the Service during the 12 months preceding the Customer's claim for damages, unless otherwise required by mandatory legislation.

12. Changes to the terms

12.1 WP reserves the right to change these Terms.

12.2 Changes will be notified to the Customer in advance, and the Customer has the right to terminate the Subscription Agreement if the Customer does not accept the changes.

12.3 The Customer's continued use of the Service after a change has taken effect is considered acceptance of the updated Terms.

13. Additional services

13.1 Any additional services such as implementation, training, consultancy services or similar are governed by the order form.

13.2 The order form may contain separate terms for price, delivery, rights and limitations of liability for such additional services.

14. Miscellaneous provisions

14.1 Assignment: The Customer may not assign its rights or obligations under the Subscription Agreement without WP's prior written consent.

14.2 Independent parties: The Parties are independent contracting parties. Nothing in the Subscription Agreement shall be interpreted as establishing an agency, partnership, joint venture or employment relationship between the Parties.

14.3 Invalidity: If any provisions of these Terms are or become invalid, this shall not affect the validity of the remaining provisions of the Terms or the terms of the Subscription Agreement. The invalid provision shall be replaced by a valid provision that most closely reflects the purpose of the original provision.

15. Governing law and dispute resolution

15.1 Governing law: The Agreement is governed by and shall be interpreted in accordance with Norwegian law, unless otherwise expressly agreed in the order form.

15.2 Dispute resolution: Any disputes arising in connection with the Subscription Agreement that cannot be resolved amicably shall be brought before the ordinary courts of Norway, with the court of WP's registered business address at any given time as the legal venue.