ZISSON CUSTOMER TERMS AND CONDITIONS

Last Updated: 18 June 2025

1. Definitions

  1. Customer refers to the entity that subscribes to or purchases Zisson’s products or solutions.
  2. Partner refers to the entity that resells and/or implements Zisson products or solutions to Customers, as coordinated through a mutually agreed Partner Agreement.
  3. Customer Data includes any data a Customer or its Designated Users process, store, generate, or submit in the Zisson Product, which may include Personal Data.
  4. Designated Users are employees, sales agents, or contractors authorized by the Customer to use the Zisson Product under this Agreement to the extent of the licence of Customer, and the amount of which users shall be specified in the Order Sheet.
  5. Registered Users are individuals who have created an account with Zisson.
  6. Intellectual Property Rights encompass copyrights, patents, trademarks, trade secrets, and other forms of intellectual property.
  7. Zisson Product refers to the software solutions provided by Zisson to the Customer, including telecommunication services.
  8. Zisson Service includes the professional services offered by Zisson or its partners.
  9. Order Form is Appendix 1 of the Agreement.
  10. Personal Data refers to any information about an identifiable person processed by Zisson for the Customer.
  11. Telecommunication Services includes communication and phone network services provided by Zisson to the Customer.

2. Zisson Products

  1. Upon subscription, the Customer and Designated Users receive a limited, non-transferable license to access and use Zisson Products for internal use.
  2. The Customer must not copy, modify, reverse engineer, or misuse Zisson Products in any way not permitted under the Agreement.
  3. The Customer should avoid actions that could damage, disable, or impair Zisson Products or interfere with other customers’ use of the services.
  4. All Intellectual Property Rights in Zisson Products belong to Zisson or relevant third parties.
  5. Zisson, or Partner if part of Partner Agreement, will provide implementation services for Zisson Products within a reasonable time and will deliver telecommunication services within one month from the Agreement’s start or as agreed.
  6. The Customer is responsible for acquiring necessary network and telecommunication connections and ensuring compatibility with Zisson Products.
  7. Zisson will provide identifiers like phone numbers and IP addresses for agreed-upon purposes.
  8. The Customer must define Designated Users according to the Order Form.
  9. Some functionalities of Zisson Products may be limited or prohibited by laws applicable to the Customer. The Customer is responsible for ensuring lawful use.

3. Support

  1. Zisson provides general remote support and consultation for the Customer’s use and implementation of Zisson Products. Additional support services can be ordered at an extra cost.
  2. Alternatively, if stated specifically in the Partner Agreement, 1st line support may be provided by the Partner, in addition to possible implementation services.

4. Changes to Zisson Products

  1. Zisson may modify or discontinue Zisson Products at its discretion and will notify the Customer and Partner of necessary changes at least one week in advance.
  2. Any additional development work of the Zisson Products requested by Customer and any fees and prices payable thereof shall always be separately agreed upon with Supplier in writing.

5. Customer Data and Data Protection

  1. The Customer may provide Zisson with Customer Data for processing, which may include Personal Data.
  2. A separate Data Processing Agreement will cover relevant data protection requirements.

6. Customer Rights and Responsibilities

  1. The person signing or otherwise accepting the Agreement represents that it has the authority to bind the organization indicated in the Order Form.
  2. The Customer must maintain confidential and secure all identifiers, identifying codes, passwords and any other confidential information relating to the Zisson Products and ensure that all Designated Users comply with the obligations set out herein.
  3. The Customer must maintain confidentiality of identifiers and notify Zisson of any security threats.
  4. The Customer may, to such extent as provided by the Agreement, decrease the number of licenses the Customer uses, provided timely notice is given.
  5. The Customer is responsible for compliance with data protection and consumer protection laws when using the Zisson solutions.

7. Registered Users

  1. Registered Users can log in and use functionalities as permitted by Zisson.
  2. The Zisson Products store, collect and generate information concerning the Designated Users generated during use of the Zisson Products (“Statistics”).
  3. The Supplier shall have the right to exploit generalized and anonymized Customer Data for the purposes of providing Statistics.
  4. Zisson can terminate or suspend Registered User accounts for misuse or inactivity.

8. Fees and Payment

  1. The Customer must pay fees according to Zisson’s current price list.
  2. Invoices are payable within forty-five (45) calendar days from the invoice date unless otherwise agreed.
  3. Late payment interest shall be calculated in accordance with Norwegian regulations.
  4. All prices are exclusive of VAT and other taxes.
  5. Recurring fees are fixed for a minimum of 12 months.
  6. Supplier may invoice quarterly where applicable and perform credit evaluations.

9. No Warranty

  1. Supplier will try to keep Zisson Products running smoothly but does not guarantee uninterrupted service.
  2. Supplier is not obligated to maintain, upgrade, or update Zisson Products.
  3. Supplier does not guarantee that Zisson Products will meet Customer requirements or be error-free.

10. Limitation of Liability

  1. Neither party is responsible for any indirect, special, or consequential damages from this agreement, including loss of profits, business interruptions, or related damages.
  2. Supplier is not responsible for damages or expenses the Customer incurs due to loss or destruction of Customer Data. The Supplier is also not responsible for any damages from the Customer’s use of Zisson Products.
  3. Supplier is not liable for issues caused by network connections, power supply problems, or problems related to third-party services or products.
  4. If there is a delay, error, or deficiency in Telecommunication Services, Supplier will try to fix it. Alternatively, Supplier may end this agreement after notifying the Customer in writing, and any prepayments for cancelled services will be reimbursed. Payments for services already received before termination are not refundable.
  5. The most the Supplier will pay for any damages related to this agreement is 50% of the fees the Customer paid for Zisson Products in the last two months before the claim.

11. Confidentiality

  1. Both Parties must keep the other’s confidential information secret, except as required by law.
  2. When Zisson Products end, each party should stop using the other party’s confidential information and destroy it. However, each party can keep copies if the law or rules require it.

12. Term and Termination

  1. The agreement’s length is stated in the Order Form. If not specified there, the agreement starts when both parties sign it and lasts for one year, automatically renewing for another year unless one party gives a three-month written notice of non-renewal. Supplier can end the agreement at any time with a three-month notice.
  2. After the agreement ends, the Supplier will help the Customer move remaining Customer Data to a new service for up to one month. The Supplier will charge for this help according to its current price list and will be reimbursed for any extra expenses.
  3. Either party can end the agreement immediately if the other party significantly breaks its terms and doesn’t fix the issue within 14 days of written notice. If the Customer doesn’t pay the fees, the Supplier can stop providing the products without prior notice.
  4. Supplier can end the agreement immediately if the Customer goes bankrupt, becomes insolvent, or starts proceedings that weaken its ability to pay.
  5. After the agreement ends, the Customer must quickly return any rented Zisson hardware and any confidential information from Supplier.
  6. Certain terms that should continue beyond the agreement’s end will remain in effect after the agreement expires or terminates.

13. Miscellaneous

  1. Governing Law and Dispute Resolution: This agreement is under Norway’s laws.
  2. Subcontractors: Each party can hire others to carry out their tasks under this agreement. They must ensure subcontractors follow the agreement and are responsible for their actions. The Customer allows Supplier to use its affiliated companies and other subcontractors to handle Personal Data as long as they comply with the agreement and laws. Supplier will provide details of its current sub processors if asked.
  3. Force Majeure: If a party can’t fulfil its duties due to events beyond its control, like labour issues, fire, war, network problems, or government orders, it won’t be considered in breach of the agreement. If these issues last more than one month, the party can end the agreement immediately with written notice.
  4. Assignment: The Customer can’t transfer this agreement or any interests without Supplier’s written consent. Supplier can assign or transfer the agreement to a related company, third party, or as part of a business sale.
  5. Amendments: Supplier can change the agreement or appendices, including fees, with one month’s written notice.
  6. No waiver: If a party doesn’t enforce a provision, it doesn’t mean they give up their right to enforce it later. Not enforcing one part doesn’t mean the whole agreement is waived.
  7. Entire Agreement and Headings: This agreement is the complete agreement between the parties and replaces any prior agreements. Headings are for convenience and don’t affect the agreement’s meaning.
  8. Severability: If any part of the agreement is illegal or unenforceable, the rest of the agreement remains valid.
  9. The Agreement is governed by Norwegian law.