GENERAL TERMS OF SERVICE OF SERIA AS
- DESCRIPTION, PURPOSE, PARTIES
These general terms of service (hereinafter referred to as the Terms) apply to services provided by Seria AS (hereinafter referred to as Seria) to the Customer. The specific services are described in Appendices. The Terms and the Appendices together constitute the Agreement between Seria and the Customer. Seria and the Customer are individually referred to as a Party and collectively as Parties.
The Customer is not entitled to resell the services delivered by Seria or services that are based on or otherwise use the services provided by Seria, unless written permission to do so is given.
The Agreement has the following Appendices:
- Appendix 1 – Changes and additions to the Agreement
- Appendix 2 – Prices and payment terms
- Appendix 3 and following – Description of services
The Agreement is valid from the date of the execution of the Agreement and for 12 full months following the date of the execution of the Agreement. The Agreement is thereafter automatically extended for 12 new months, unless one of the Parties terminates the Agreement with at least one month’s written notice.
The notice period begins to run from the first month end after the termination notice is received by the other Party.
Seria may terminate the Agreement for a particular service with 3 months’ notice, provided that the service in question will be shut down or significantly altered.
In case of conflict between the provisions in the Terms and an Appendix, the provisions of the Terms shall prevail. However, if Appendix 1 specifies certain amendments or changes to the Terms, then such specific amendments or changes shall prevail.
In addition, Appendix 3 and the following Appendices may contain additional and/or varying provisions for the service described in the applicable Appendix. In such case, the provisions of the Appendix shall prevail in case of conflict.
- DESCRIPTION OF SERVICES
The services from Seria to the Customer are described in Appendices 3 and following. Seria shall provide the services according to the agreed requirements and specifications in Appendix 3 and following.
Order of new services during the term happens by Parties jointly preparing a new Appendix describing the applicable service.
If commencement of a service requires a startup project, such project will be described in the Appendix describing the applicable service.
- PRICES AND PAYMENT
Rates for services and any other deliverables under the Agreement are specified in Appendix 2.
The Customer shall pay Seria on the basis of provided invoice and by the date specified in the invoice. Unless otherwise agreed, the payment shall be due 10 days after the invoice date.
In case of payment after the due date, the Customer shall pay interest on the delayed payment.
Other and/or varying payment terms may be specified in Appendix 2.
- DEFAULT, LIABILITY ETC.
If there is a default, i.e. if the service is not performed according to the agreed requirements, and the default is due to circumstances Seria is responsible for, then Seria has right and obligation to remedy the default. If the default is insignificant for the Customer’s use of the service, then Seria will not be obliged to remedy the default. Seria’s remedy of the default may consist of repair, replacement or supplementary delivery. The Customer loses its right to put forward claims if the Customer does not notify Seria in writing no later than 30 days after the Customer discovered or should have discovered the default, informing Seria about the default and the Customer’s claim. If Seria does not remedy the default or proposes plan in cooperation with the Customer within 30 days after the Customer issued a notice of the default, then the Customer may instead claim for a proportionate price reduction. The price reduction may not exceed 50 % of the total fees for the applicable service during the period the default has persisted.
If a third party starts a case claiming that a service delivered under the Agreement infringes that party’s copyright or other intellectual property rights in Norway and this is due to circumstances Seria is responsible for, then Seria may at own discretion choose to obtain the necessary rights for the Customer or perform replacements or changes so that the said rights are not infringed. If none of these alternatives in Seria’s opinion reasonably may be used, then Seria may shut down the service in question and refund the fees for the remaining period of the term for the applicable service. Except as provided herein, the Customer may not put forward any other claims against Seria due to infringement of third party’s rights.
If the Customer is in breach of its payment obligation, then Seria’s obligations under the Agreement are suspended accordingly until payment of the amounts due with accrued default interest has occurred. After the second payment reminder, Seria may terminate the service which the outstanding amounts apply to and delete any applicable data associated with the service.
If one of the Parties is in material default of its obligations under the Agreement and the default is not remedied without undue delay after the responsible Party was notified thereof, then the other Party may terminate the Agreement. The termination of the Agreement will be effective for the remaining part of the term.
If default in services is caused by Seria’s negligence, then the Customer may claim compensation for direct loss due to the default. The compensation may only be claimed for direct documented losses. The Customer may not claim compensation for indirect loss, such as i.a. lost profits, losses due to lost data, losses caused by reduced or ceased production or sales (business interruption), losses due to inability to use the services as intended (loss of use), third party claims. Seria’s agreed rates for consulting services shall be applied when calculating compensation for Seria’s costs for additional work.
Seria’s accumulated liability during a calendar year for a service is limited to the amounts (ex. VAT) the Customer paid for the applicable service during the calendar year, but shall in no event exceed NOK 50.000,-.
If an Appendix specifies SLA requirements with standardized compensation for certain events, then the Customer’s claims due to lacking compliance with the SLA requirements are limited to the said standardized compensation. The Customer is not entitled to claim compensation/damages in addition to the accrued standardized compensation for the same circumstances.
The Customer may in no event hold Seria responsible for loss of data. This applies even if the loss is due to Seria’s default.
The limitation of liability described in this section does not apply if the default is caused by gross negligence or intent.
The Customer will hold Seria harmless from any claim that a third party makes against Seria or Seria’s suppliers due to the Customer’s use of the services provided by Seria or Seria’s suppliers. Seria will in such case notify the Customer and the Customer will be entitled to take over handling of the claim, or in cooperation with Seria be given an opportunity to protect own interests as if the claim was directed to the Customer itself. If such claim is directed against Seria, then the Customer will apart from direct economic loss Seria is suffering also cover Seria’s expenses to assistance for handling the claim in a responsible manner and other expenses which are reasonably related to the claim from the third party. Agreed limitations of liability do not apply in such cases.
- DISPUTES, JURISDICTION AND LEGAL VENUE
The Agreement is entirely governed by the Norwegian law. If a dispute regarding the interpretation or legal effects of the Agreement arises between the Parties, then the dispute shall be tried to be resolved amicably. If such negotiations are unsuccessful, then either Party may request the dispute to be resolved by ordinary courts. The Parties agree on Salten district court as the agreed legal venue.
All changes to the Agreement after the execution of the Agreement shall be in the form of separate Annexes to Appendix 1.
Seria has a right to change the Terms and Appendices (incl. prices). The Customer will be notified of the changes no later than one month before the changes take effect. Seria will indicate whether the changes are significant changes. The Customer may terminate the agreement for convenience with immediate effect and request a refund of the proportionate amount of any fees paid for the remaining part of the term in case of changes which Seria classifies as material changes in the Terms.
Prices changes due to changes in governmental taxes or prices from suppliers can be applied with shorter notice.
- PERSONAL DATA, DATA PROTECTION
When performing services under the Agreement, Seria could come to process personal data on behalf of the Customer. Seria shall abide by and implement relevant provisions on privacy (data protection) and information security in the Norwegian Personal Data Act.
When Seria processes personal data on behalf of the Customer, Seria will therefore:
- process personal data only after written instructions from the Customer, after prior consent from the Customer or to the extent such processing follows naturally from the services under the Agreement;
- implement agreed technical and organizational measures to protect personal data against accidental or illegal destruction or loss, against unauthorized modification, dissemination or access, in particular when processing involves transmission of the data in a network, as well as against any other illegal processing;
- process personal data in accordance with the law;
- except in cases where Customer in writing instructs otherwise, take all reasonable measures to delete the data within reasonable time, depending on the objective with the collection or processing of the data, if there is no opportunity to keep the data for an undefined period of time;
- not provide access to or disseminate the data to anyone without the Customer written consent, unless this is necessary or permitted under this Agreement;
- cooperate with and assist the Customer upon fulfillment of the data subject’s right of access to information about themselves. In this regard, Seria shall ensure that data are deleted or corrected if they are incorrect (or in case of disagreement between the Customer and the data subject assist to highlight the fact that in the data subject’s opinion the data are not correct). Seria’s additional costs associated with such measures will be covered by the Customer; and
- not process personal data beyond what is reasonable and necessary in order to perform the duties under the Agreement.
More detailed regulation concerning processing of personal data related to a specific service is provided in the Appendix describing the service.
- MUTUAL CONFIDENTIALITY
In connection with the Agreement, the Parties may get access to the other Party’s confidential information. The Parties are therefore obliged to maintain confidentiality of this type of information. The duty of confidentiality applies towards customers, suppliers, competitors, recruitment agencies and others. The duty of confidentiality does not apply to information that must be disclosed in connection with the execution of the Party’s obligations under the Agreement.
The duty of confidentiality applies regardless of whether the Parties become familiar with the information provided verbally or via documents. This also applies regardless of how the information is stored.
The parties may not use confidential information for any purpose other than in connection with the contractual relationship. The above provisions shall apply after the contractual relationship has ended.
- FORCE MAJEURE
If performance of the Agreement is wholly or partly prevented or materially impeded by circumstances beyond the Parties’ control, then the Parties’ obligations will be suspended to the extent the circumstance is relevant and for so long as the circumstance lasts. The other Party shall be notified in writing of such circumstance.
Such circumstances include i.a. strikes, lockouts, network faults as well as any other situation that would be judged as force majeure. If the situation lasts or is expected to last longer than 30 days, either Party may terminate the Agreement by written notice to the other Party.
The Customer may not assign or otherwise transfer the Agreement without Seria’s written consent. Before such assignment or transfer may take place, all outstanding amounts shall be paid.
Seria may assign its rights and obligations under the Agreement to other companies or entities, as long as such assignment does not cause significant inconvenience to the Customer.
- CONTACT INFORMATION
The Customer is responsible that all contact information provided is complete and correct. If the Customer provides incorrect contact information or fails to update contact information (either name, contact person, visiting or postal address or e-mail address), then Seria may in its own discretion delete or cancel an order or service without further notice. The Customer may submit changes in the contact information to Seria via e-mail.
Seria presumes that the person specified as the contact person and/or recipient of e-mail for the Customer is entitled to act on behalf of the Customer in respect of this Agreement and the services, and may i.a. delete, move, cancel or perform other activities that affect scope of the services.
APPENDIX 3 – Service description – Istribute.com
- DESCRIPTION OF SERVICE
The service Istribute.com (hereinafter referred to as the Service) allows the Customer and its users to publish and covert video files and live video on the Internet using Seria’s streaming systems. The Customer is hereby given a right to use the Service with the functionality the Service has at any time.
The Service gives the user methods to upload video files and create streaming points which can then be implemented on websites as needed and desired. Video files which are uploaded are automatically converted to the formats necessary at the time given to provide a good experience on a wide range of devices and browsers.
- USAGE OF SERVICE
The Customer shall use the Service in accordance with applicable laws and regulations, permissions and other requirements in the Agreement. The Customer is responsible for all materials and information which the Customer or its users process using the Service.
The Customer shall ensure that usernames, passwords and access keys for the Service are treated in a proper manner and that usernames and passwords are appropriately secured. The Customer shall immediately inform Seria about loss or leakage of username and passwords. The Customer is liable for use and abuse of the Service performed utilizing the Customer’s username and password.
Seria may close the Customer’s or the individual user’s access to the Service if, after Seria’s reasonable opinion, there are circumstances which might be in violation of the provisions of the first paragraph or if Seria suspects abnormal activity related to the Customer’s user account. Seria will notify the Customer about such closures of access after the access is closed.
- STORAGE CAPACITY, BACKUP, BANDWIDTH
The Customer will be assigned the specified storage and bandwidth capacity. If the Customer’s usage exceeds the specified thresholds, cf. below, then Seria may charge the Customer for the excess according the applicable price list.
Seria has procedures for backup of data stored with the Service. Such backup is however intended for Seria’s own operational tasks and in case of any disaster recovery. The backup copies are therefore not available to the Customer. Seria makes a special note that Seria’s operating environment is not designed to run business-critical solutions and that Seria in no event will be responsible for any loss of data. For Customers with business-critical solutions the Parties may in each particular case agree on a backup setup in combination with a dedicated server from Seria.
- PRICES FOR RESELLERS
To be negotiated.
- AVAILABILITY REQUIREMENTS (SLA)
The service level as specified in this clause is not applicable during the testing period.
The Service shall have an availability of at least 99,5 %. Availability means that all significant functions of the Service are operational in Seria’s operational environment, without regard to network from the Customer to Seria, external influences or Customer’s equipment, software or use of the Service. The availability is measured over a period of one month.
Some types of Service maintenance imply a stop of operation and stop of the Service. To the extent it is possible the Customer shall be informed about such maintenance with appropriate prior notice. Seria shall normally to do such maintenance primarily outside normal working hours (workdays Monday to Friday between 0800 and 1700 o’clock Norwegian time). Maintenance can nevertheless be carried out at short notice or without notice and can be performed within normal working hours, if this is needed to correct critical or serious errors in the Service or to avoid any such errors in the Service.
Seria has established a maintenance window that requires the Service may be unavailable. This maintenance window is Monday to Friday between 0000 and 0700 o’clock. If Seria wants to use the maintenance window, the Customer shall be notified no later than at 10 o’clock on the working day preceding the maintenance window. Unavailability during the maintenance window and/or other unavailability due to maintenance of the Service, cf. previous paragraph, shall not be included when calculating the Service’s availability pursuant to the first paragraph.
If the Service’s availability does not meet the agreed requirements, the Customer may request standardized compensation based on the following model:
|Availability (T)||Compensation due to lack of availability during the measure period|
|99 % <= T < 99,5 %||5 % of fee for the Service during the measure period|
|98 % <= T < 99 %||10 % of fee for the Service during the measure period|
|97 % <= T < 98 %||15 % of fee for the Service during the measure period|
|96 % <= T < 97 %||20 % of fee for the Service during the measure period|
|95,0 % <= T < 96,0 %||25 % of fee for the Service during the measure period|
|Below 95 %||50 % of fee for the Service during the measure period|