Last updated: 09 September 2024
These terms of use apply between the following parties:
Supplier: Catacloud Services AS, organization number 931 102 095 (hereinafter referred to as "Supplier" or "Catacloud Services").
User/customer: the person who has registered as a user of the system (hereinafter referred to as the "Customer").
Supplier and Customer are hereafter referred to as the "Parties" jointly, or "Party" individually.
Proposal: "The "Agreement" means (i) the documentation the Customer approves upon registration, (ii) these terms of use, (iii) the service level agreement, (iv) applicable technical requirements for the system, (v) the data processing agreement, (vi) guidelines for acceptable use , (vii) security guidelines, (viii) proprietary license terms, and (ix) Catacloud's Code of Conduct.”
The agreement documents (i) – (viii) mentioned above each form an integral part of the Agreement.
The parties are obliged to comply with the Code of Conduct and Supplier Code of Conduct applicable at all times. The Code of Conduct and Supplier Code of Conduct can be replaced during the contract period by similar documents and agreements related to good business conduct.
In the event of a conflict between the various agreement documents, the following principles of prioritization and priority shall apply:
The "Solution" means the system that is available at all times app.catacloud.com and which is used by the Customer.
The customer is considered to have accepted - and entered into - the Agreement in the following, non-exhaustive, cases:
The agreement period will be from the time of creation until it is terminated.
In order to avoid automatic renewal with a corresponding new contract period, the Customer must send a written notice of termination by e-mail to: post@catcloud.no, no later than thirty (30) days before the expiry date of the first agreement period (or the relevant renewal period); otherwise, a renewal period will automatically apply.
In all cases, the customer is not entitled to a refund of part of a pre-paid consideration in the event of early termination. The customer will continue to have access to the Solution for the duration of the current agreement period (or for the duration of the relevant renewal period).
Catacloud is a modern cloud-based accounting system.
The system is a SaaS solution, which means that the functionality is available on the internet.
Operation, development and maintenance in relation to the delivered Solution is carried out by the Supplier and/or its subcontractors in accordance with this Agreement.
The supplier offers all its customers the opportunity to integrate the Solution with other third-party systems directly from Catacloud's own integration portal. Catacloud's Integration Portal provides access to various existing integration modules developed by Catacloud AS for specific third-party products.
The solution will be updated at all times in accordance with the Norwegian Accounting Act, the Personal Data Act / GDPR and other applicable law.
The supplier reserves the right to, at any time, make changes to the Solution, or parts of the Solution, and revoke rights and access to use the API.
The supplier also reserves the right to amend this Agreement to ensure compliance with current regulatory changes and with third-party licenses on which the Solution depends.
The Supplier will endeavor to inform the Customer of any planned change that will have a non-negligible/significant impact on the Solution prior to implementation (ten (10) days in advance). Failure to do so shall not be considered a breach of contract.
The customer agrees that this Agreement can be transferred by the Supplier to another legal entity in connection with mergers, acquisitions and business transfers.
The supplier is responsible for ensuring that the Solution complies with relevant regulatory requirements in Norway and the EU.
The software is provided "as is" (as-is) as standard software without any express or implied warranties of any kind, other than as expressly set forth in this Agreement. The supplier expressly disclaims the application of Section 17 of the Swedish Purchase Act and any implied guarantee of suitability for a specific purpose. The customer is given access to and can use online software as it is offered at all times; such software is not subject to any particular version or publications or materials.
The supplier aims for the Solution to be available at all times. The solution will still be able to be taken down or taken out of operation for maintenance.
The current operational status of the Solution can be found here: https://status.catacloud.com/
Support and error correction will be carried out in accordance with this Agreement and Service Level Agreement.
The supplier gives no guarantee that the Solution will always be free of errors or interruptions.
In order for the Supplier to be able to provide support and repair faults, the Customer must notify the Supplier within a reasonable time of the fault or deficiency being discovered. Notwithstanding the foregoing, in the event that an error is caused by third party supplies, the Supplier will only be obliged to report the error to the relevant third party and propose (when possible) an alternative solution to the Customer. The customer must bear the costs of implementing any alternative solution.
The customer is responsible for:
The customer must use the contact point support@catacloud.no when reporting errors and/or deficiencies, as well as reporting requests for further development of the Solution. Notification of errors and/or defects must contain a description of the problem in a detailed manner. The supplier is under no circumstances responsible for delayed service delivery related to errors where the customer does not provide detailed information.
The Data Processor Agreement associated with this Agreement regulates the relationship between Supplier (data processor) and Customer (processor) in connection with activities and actions that include the processing of personal data.
The Customer allows the Supplier to use non-personal data, such as, but not limited to, aggregated and/or anonymised statistical data regarding the Customer's use and the Customer's end users' use of the Solution, without time limit. This is provided that the Supplier ensures that such a data set cannot be used for the purpose of re-identifying an individual, either directly or indirectly.
Unless specifically included in this Agreement, including the proprietary license, this Agreement will not transfer or license intellectual property rights from the Customer to the Supplier or from the Supplier to the Customer. This applies to technology or software, including, but not limited to, designs, computer programs, descriptions, source codes, user interfaces, modifications and trade secrets obtained from the Solution, including the part of the Solution that was developed before the date of this Agreement and future development of the Solution.
The customer has ownership of (own) registered data, and data that obviously belongs to the customer through association.
All right, title and interest in and to the Supplier's software, including integrations to third-party systems and in any third-party software, remain exclusively with the Supplier and/or the relevant third party.
If the Supplier develops, or adapts, applications, tools, procedures, reports, designs or other deliverables or software, all copyrights and other intellectual property rights to the Solution shall remain with the Supplier.
All general knowledge and know-how developed by the Supplier during the performance of the obligations under the Agreement shall remain with the Supplier.
Subject to the limitations of liability in this Agreement, the Parties agree to indemnify each other and their respective employees and representatives from and against all losses, liabilities, defects, costs, damages and expenses claimed by any third party arising directly or indirectly from a Party's intentional or grossly negligent act / or failure to act.
In the event that a claim is made related to the Supplier's alleged infringement of a third party's intellectual property rights, the Supplier shall be responsible for replacing the affected part of the Solution to ensure further delivery of the Solution in accordance with the Agreement.
The Customer shall indemnify the Supplier, its shareholders, employees, agents and affiliated companies for any claims and expenses related to the Customer's infringement of third-party intellectual property rights.
The supplier shall not be held liable for any damages unless such damages can be exclusively attributed to the Solution's malfunction.
The Customer may only use the Solution in accordance with this Agreement, including in accordance with the Supplier's guidelines for acceptable use. In the event that the Customer does not act in accordance with this Agreement, including the Supplier's guidelines for acceptable use, the Supplier reserves the right to suspend the Customer's access to the Solution. In such cases, the Supplier will give the Customer notice before suspension, if this is possible. A breach of this Agreement, including the Supplier's guidelines for acceptable use, can be considered a material breach of the Agreement and form the basis for the Supplier to terminate the Agreement in line with this Agreement.
This clause also applies in all cases to the Customer's end users.
The supplier is not responsible for the Customer's own applications, including the Customer's own code, and any third-party code or applications used by the Customer.
The Customer acknowledges that the Supplier is not liable for any indirect, special, incidental or consequential damages, whether pursuant to the Agreement or due to negligence (including, but not limited to, damages resulting from business interruption, loss of business, loss of profit and loss of data) related to or arising as a result of this Agreement, to the extent permitted by law. This provision does not apply to infringements of one party's intellectual property rights of the other party.
The Customer accepts that this Agreement contains the Customer's exhaustive and exclusive rights of default for interruptions, defects, partial unavailability and complete unavailability of the Solution (see clause 13.3).
None of the Parties shall be held liable for failure of performance in cases where a breach of contract occurs as a result of conditions over which the Parties do not have reasonable control (such as, but not limited to, fire, explosion, power outage, natural disasters, war, acts of terrorism, pandemic and the like). However, this does not apply to the Customer's payment obligation, for access to and use of the Solution.
Circumstances affecting the internet or cloud infrastructure, or the provider of cloud infrastructure will be considered to constitute a force majeure event for the Supplier. Furthermore, if significant changes occur in applicable legislation, applicable regulations or interpretations of these by competent courts, or in material circumstances, which result in it being impossible to carry out the Supplier's obligations or establish an unforeseen significant delay in the Supplier's deliveries and/or unforeseen price increases, the resulting delay or non-performance shall be deemed a force majeure event, and the Supplier shall be entitled to negotiate in good faith on the provisions affected by such material change.
If one of the Parties cannot fulfill its obligations under this Agreement, this Party must notify the other Party in writing without undue delay. The notification must contain a justification for why the Party is unable to fulfill its obligations, and, as far as possible, when non-fulfilment can be corrected. The same will apply if it can be assumed that further delays will occur after the first notice has been given.
The following circumstances are considered a material breach on the part of the Customer, which gives the Supplier the right to terminate the Agreement with immediate effect:
The Customer is not entitled to compensation for interruptions in delivery of the Solution or termination of the Agreement as a result of the Customer's payment default or other significant default on the Customer's part.
The Customer's liability for damage caused by the Customer will be calculated based on the financial loss the Supplier has suffered as a result of a damage.
The following circumstances are considered a material breach by the Supplier, which entitles the Customer to terminate the Agreement with immediate effect:
The supplier's potential liability to the customer for any claim arising under or in connection with this Agreement shall be limited to direct loss. The Supplier's total liability to the Customer for direct loss will not under any circumstances exceed an amount corresponding to 50% of the total annual remuneration the Customer pays for use and access to the Solution. The said limit of liability shall include any discount or service credits given to the Customer (if any). Under no circumstances will the Supplier's total liability under this Agreement exceed the said amount.
The Customer shall indemnify the Supplier completely from third party claims (including claims from the Customer's employees, end users and other parties acting on behalf of the Customer) that exceed the limits of this Agreement.
The rights and obligations of the parties in accordance with this Agreement shall in their entirety be subject to Norwegian law.
Should a dispute arise between the Parties regarding the interpretation or effects of this Agreement, the Parties shall seek to resolve this amicably through negotiations. If a dispute is not resolved through negotiations, it shall be subject to the jurisdiction of the Oslo District Court.
Unless otherwise defined here, all terms beginning with a capital letter defined in the "Agreement" (see the definition in point 1 of the Supplier's (i.e. Catacloud Services) terms of use) shall have the same meaning here as there, unless the context here require something else.
The supplier must try to the best of its ability to ensure that the Catacloud solution is available.
The supplier's opening hours are Monday – Friday from 08:00 to 16:00.
The retailer and/or the end customer can notify of errors via support@catacloud.no or through Catacloud support.
Words and expressions that are not defined in another way in this document shall have the same meaning as in the "Agreement" (see the definition in point 1 of the Supplier's (i.e. Catacloud Services) terms of use), unless the context requires otherwise.
These guidelines for acceptable use (the "Guidelines") set out rules for using the Catacloud accounting system offered by the Provider and its affiliates (the "Services"). The examples described in the Guidelines are not exhaustive. The Provider reserves the right to change these Guidelines at any time to comply with the Cloud Service Provider's Acceptable Use Guidelines.
Revised versions of these Guidelines will be made available on the Supplier's website or possibly at the request of the Retailer and the end customer. By using the Services, the Retailer and end customers accept the latest version of these Guidelines, at all times, including after entering into the Agreement and during the term of the Agreement. If the Retailer and/or end customers, or any affiliated companies or a party to whom the Retailer and/or end customer provides access to the Service violates the Guidelines, or authorizes or assists others to do so, the Supplier reserves the right to suspend or terminate the Retailer's, end customer's and /or other relevant parties' access to the Service. Retailers, end customers and other relevant affiliated companies and parties are obliged to comply with these Guidelines when using the Supplier's Services.
If you become aware of a breach of these Guidelines, you are obliged to notify the Supplier immediately and assist the Supplier in identifying and locating the breach, in order to stop or rectify the breach. Reporting of any violations of these Guidelines is sent to e-mail: post@catacloud.no
You may not use, solicit, promote, facilitate or instruct others to use the Service for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, offensive or offensive. Prohibited actions or content include, but are not limited to:
You may not use the Service to breach the security or integrity of any network, computer or communications system, software or network or computing device. Prohibited activities include, but are not limited to:
You may not use the Service to establish network connections to users, hosts or networks unless you have permission to communicate with them. Prohibited activities include:
You will not distribute, publish, send or facilitate the sending of unsolicited bulk e-mail or other messages, promotions, advertisements or solicitations (such as "spam"), including commercial advertising and informational advertisements. You will not alter or obfuscate email headers or assume a sender's identity without the sender's express permission. You will not collect responses to messages sent from another Internet provider if those messages violate these Guidelines or the acceptable use guidelines of that provider.
The supplier reserves the right, but is not obliged, to investigate violations of the Guidelines or misuse of the Service. The supplier can:
The supplier can report any activity that we suspect is in breach of law or regulations to the relevant authorities or other relevant third parties. The supplier's reporting may include user and customer information.
Provider may also cooperate with authorities or other relevant third parties to assist in the investigation and prosecution of illegal conduct by providing network and system information related to alleged violations of the Guidelines.
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