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Access Point Terms and Conditions

The following terms and conditions are effective as of 01.11.2022 when ordering an access point from Compello.

1. Scope of Delivery

In the event of deviations, such as agreed-upon times, time spent, quality, or other matters, the Customer should be informed before the work continues. The delivery depends on the Customer having a network and communication link ready for installation in accordance with the Agreement, as well as the Customer performing their tasks as described by COMPELLO.

2. Documentation

COMPELLO is obligated to provide the Customer with the documentation necessary for the Customer to use the acquisition as intended. The documentation should include a user guide. The Customer has the right to copy the documentation for their own needs.

3. Compensation

The purchase price, covering all direct and indirect costs until the delivery is completed, including also costs for travel and stay, is covered by the Customer only when these have been approved by them. After the agreement has been entered into, COMPELLO can only claim coverage for increases in Norwegian customs and tariff rates in connection with the start-up before the delivery date, unless otherwise agreed. All prices are in Norwegian kroner and exclude VAT and other public charges. Other costs associated with the assistance than those mentioned above are covered by the Customer if they have been approved by them.

The prices are fixed during the initial binding period but can be indexed according to the SSB consumer price index. After the initial binding period, prices can be changed, beyond indexation, with a minimum of 3 months' notice from the supplier.

Prices for other services can be changed, also during the binding period, if costs from suppliers related to the technical platform (such as Microsoft Azure and Cegal) change.

4. Contract Duration

The contract duration (binding period) is 12 months, and thereafter the agreement is automatically extended by 12 months at a time unless it has been terminated in writing by one of the parties at least 3 months before the contract's expiration. The contract period applies from the date the service is activated.

5. Invoicing, Due Date

Invoicing of one-time amounts and subscriptions for the current year occurs upon order. Subsequently, the subscription is invoiced in advance at the turn of the year for 12 months at a time as long as the agreement is in force. Transaction invoicing occurs in arrears every month. Payment is made according to the invoice within 14 days.

Invoices and any credit notes and reminders should preferably be sent in EHF format to the Customer. An invoicing fee may apply for paper invoices.

COMPELLO may transfer invoices to a third party for collection without prior written consent from the Customer. In the event of such a transfer, the Customer must be informed in writing beforehand.

In the case of delayed payment, or deferred approval day due to circumstances the customer is responsible for, delay interest is paid in accordance with the percentage rate applicable at any given time under the law on interest on delayed payments.

6. Changes and Additions to the Agreement

If the Customer, after the agreement has been entered into, needs to change the requirements specified in the order in such a way that the nature or scope of the performance becomes different than specified in the agreement, COMPELLO, upon acceptance of these requirements, has the right to demand changes in compensation and/or agreed schedules. Claims for changed compensation and/or revised schedule are presented simultaneously as the modified requirements, performances, or tasks are accepted.

7. Expertise

COMPELLO shall have competent personnel to serve the Customer throughout the entire agreement period. COMPELLO should take the necessary precautions to ensure that the Customer is not affected by error situations, viruses, operational stoppages, or losses due to lack of quality and performance from COMPELLO.

8. Confidentiality and Security Provisions

Both parties are mutually obligated to maintain confidentiality regarding all matters they become aware of in connection with the execution of this agreement, to the extent that the information is not considered publicly known. The confidentiality obligation covers matters such as, but not limited to:

Information gained by the parties through network monitoring, data, technical specifications, software codes, methods, conditions, business assessments and analyses, trade secrets, matters that may otherwise be subject to intellectual property protection, the contents of this agreement, or anyone's personal circumstances etc.

Both parties are mutually obligated to adhere to the security regulations applicable at the other party's premises. Each party can demand that only such personnel that the party or the competent Norwegian authorities have approved for security reasons be used.

9. Storage of Information

COMPELLO is responsible for ensuring that all confidential papers are securely locked, and that PCs/terminals with access to data from the Customer are turned off when absent from the workplace. COMPELLO is responsible for the proper storage of all written and electronic data until it is either returned to the Customer or securely destroyed.

10. Impartiality

COMPELLO's personnel, when advising the Customer, should act as a neutral party and not participate in decisions where they might be presumed to have personal interests.

11. Use of the Agreement for Reference/Advertising Purposes

COMPELLO has the permission to use this agreement for reference purposes.

12. Conflicts of Interest

The parties shall, to a reasonable extent, prevent any behavior or situation that could harm the interests of the other party. This obligation also applies to relations between the employees of the parties, subcontractors, and third parties.

13. Risk

The risk of accidental loss or damage to the equipment, material, software, and/or documentation is transferred to the Customer at the time an approved operational start has taken place at the agreed location. If any parts of the software and/or documentation are destroyed or damaged while the Customer bears the risk, but before delivery to the Customer has taken place, COMPELLO shall install a new copy identical to the one that was damaged or destroyed, provided the Customer pays a fee for the work.

14. Liability

Both parties shall indemnify each other for any liability related to personal injury, loss of life, damage to equipment, or consequential damage to their own, the Customer's, or third party's employees and/or property that might arise in connection with the work.

The parties shall mutually indemnify each other for fines imposed on the other party as a result of the first party's violation of laws and regulations.

Similarly, the parties shall mutually indemnify each other against the loss of their own expected profit or other indirect losses or damages in connection with the agreement.

A party is only entitled to compensation for documented loss or damage if it can be demonstrated that the other party has acted negligently.

15. Disagreements

Disagreements between the parties regarding the understanding, content, scope, execution, or implementation of the agreement or delayed payment resulting from this shall not provide a reason to delay progress. If such situations arise, the parties shall convene a meeting to clarify the cause and reason for the disagreement and seek its resolution.

16. Dispute Resolution

Any disagreement between the parties shall be sought resolved through negotiations. If such negotiations do not succeed, the dispute shall be resolved by arbitration in accordance with the Dispute Act, Chapter 32. The members of the arbitration panel will be appointed by the District Court in the municipality where Compello's main office is located.

17. Governing Law

In addition to the provisions set out in this agreement, the parties' rights and obligations under this agreement are entirely governed by Norwegian law.

18. Force Majeure

If the execution of the agreement is wholly or partly prevented or substantially impeded by circumstances beyond the parties' control, the obligations of the parties are suspended to the extent the circumstance is relevant, and for as long as the circumstance persists. Such circumstances include, but are not limited to, external strikes, lockouts, and any situation that under Norwegian law would be considered force majeure. However, either party may terminate the agreement with 1 month's notice if the force majeure situation makes it particularly burdensome to fulfil the agreement.

19. Infringement

If any party raises a claim suggesting that parts of the delivery infringe upon others' copyright and/or ownership rights or industrial rights in Norway, COMPELLO will, at its own expense, protect the interests of the Customer. This is conditional upon the Customer promptly notifying COMPELLO of such claims, COMPELLO having control over the matter, and the Customer cooperating with COMPELLO in negotiations and potential lawsuits. In such cases, COMPELLO will cover the adjudicated costs and damages, as well as the Customer's direct expenses in connection with this. However, the Customer has the right to settle the case if the Customer is also sued by a third party. If it turns out that COMPELLO has unjustly granted the Customer rights to the software, COMPELLO must cover the Customer's costs related to the settlement with the third party.

20. Measures in Case of Infringement

If claims are made or are expected to be made in accordance with clause 1.18, COMPELLO may choose between ensuring the Customer's continued right to use or to make replacements or modifications so that the mentioned right is not infringed. If, in COMPELLO's opinion, none of these options can reasonably be applied, the Customer, upon COMPELLO's request, must return the affected part and be provided with a proportionate refund and compensation for the direct loss the Customer has suffered.

21. Limitation of Liability

Beyond what is stated in clause 19, the Customer cannot assert any liability against COMPELLO due to infringement of rights.

22. Complaints

Anyone wishing to assert that the agreement has been breached must file a written complaint immediately after becoming aware of the breach and convene a clarification meeting to review the reasons for the complaint. The right to complain about original defects is valid for up to 3 months from the approved delivery.

23. Breach by COMPELLO

If the delivery does not fulfill the purpose or specifications and requirements of the agreement, and this is COMPELLO's responsibility, there is a deficiency.

A delay occurs if the delivery deviates from the agreed progress in time or the agreed delivery cannot be carried out as planned, and this is due to circumstances COMPELLO is responsible for. For sanctions in case of breach, see clause 24.

24. Breach by the Customer

There is a breach on the Customer's side when they have not carried out the installation preparations for which they are responsible as agreed.

When payment in accordance with the agreement does not occur at the agreed time and this is not due to disagreement, there is a breach. Other breaches occur if the Customer does not make the agreed resources available to fulfill their part of the agreement, does not adhere to the confidentiality agreement as agreed, violates rules on right of disposition, or in any other way does not fulfill the agreement. For sanctions in case of breach, see clause 28.

25. Sanctions in case of breach

The parties have, with exceptions as specified below, an obligation to compensate for any probable loss that is a foreseeable consequence of the breach of this agreement, unless the party can demonstrate that the breach cannot be attributed to them. The parties have the right to terminate the agreement immediately in the event of significant breaches by the other party or if the other party goes bankrupt, seeks a settlement, or intends to wind up its business.

26. Sanctions in case of breach by COMPELLO

In the case of minor defects or delays, the Customer has the choice between demanding a proportional reduction in the price and compensation for any documented losses resulting from this, or requiring that COMPELLO immediately rectify by taking necessary measures such as corrections, modifications, re-deliveries, subsequent deliveries, providing extra capacity, or by making competent personnel available to fulfil the purpose, specifications, and requirements of the agreement.

If it is already apparent when the defect is invoked that COMPELLO cannot fulfill the agreement within 30 days after the agreed approval date, there is a serious breach and the Customer can terminate the agreement with immediate effect. If the agreement concerns several partial deliveries, the Customer can choose to apply termination to some of the partial deliveries. The Customer can claim compensation for documented expenses and/or compensation for losses resulting from COMPELLO's breach and termination of the agreement.

27. Sanctions in case of breach by the Customer

If the Customer does not complete the agreed preparations for which they are responsible on time, or there is another form of breach, COMPELLO can claim compensation for documented losses resulting from the breach.

If COMPELLO does not receive the financial compensation agreed upon at the stipulated time, and this is not due to a dispute, COMPELLO is entitled to interest in accordance with the law on interest due to delayed payment from December 17, 1976, no. 100.

If the Customer significantly breaches the agreement, COMPELLO can terminate the agreement. If the agreement includes several partial deliveries, COMPELLO can choose to apply termination to some of the partial deliveries, provided this does not render the overall delivery useless to the Customer.

28. Transfer of rights and obligations

This agreement cannot be transferred to a third party without the other party's written consent. However, the parties can transfer the agreement to their parent company or other companies within the Customer's group. The right to compensation under this agreement can be freely transferred, but such transfer does not exempt COMPELLO from its obligations and responsibility. Any costs associated with such a move are borne by the respective party.

29. Contract period and validity

The agreement is valid from the order date and lasts for 12 months. Thereafter, the agreement is automatically extended for 12 months at a time. Parties can terminate the agreement with 3 months' written notice before the end of each contract period.

30. Termination

Upon complete or partial termination of the agreement, programs and documentation for which the termination applies must be immediately returned to COMPELLO, and any backup copies deleted. Instead, COMPELLO can demand that the Customer destroy the programs, documentation, and copies and confirm in writing that this has been done. This provision applies regardless of whether the termination is due to cancellation or is a result of the agreement being fully or partially terminated by one of the parties due to breach. Exceptions to this provision apply when otherwise specifically agreed upon and/or when the programs are used to produce necessary or legally mandated information for use in other information production.

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