ZISSON GENERAL TERMS AND CONDITIONS

Last Updated: 5 May 2024

    1. Definition
      • “Customer” refers to the entity that subscribes to or purchases Zisson’s products or solutions.”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.
      • “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.
      • “Registered Users” are individuals who have created an account with Zisson.
      • “Intellectual Property Rights” encompass copyrights, patents, trademarks, trade secrets, and other forms of intellectual property.
      • “Zisson Product” refers to the software solutions provided by Zisson to the Customer, including telecommunication services.
      • “Zisson Service” includes the professional services offered by Zisson or its partners.
      • “Zisson Hardware” consists of hardware and equipment provided by Zisson.
      • “Order Sheet” is Appendix 1 of the Agreement.
      • “Personal Data” refers to any information about an identifiable person processed by Zisson for the Customer.
      • “Telecommunication Services” includes communication and phone network services provided by Zisson to the Customer.
    2. Zisson Products
      • Upon subscription, the Customer and Designated Users receive a limited, non-transferable license to access and use Zisson Products for internal use.
      • When the Customer leases or purchases Zisson Hardware, they can use the equipment solely for the purposes outlined in the Agreement. All risk of loss or damage to both leased and purchased Zisson Hardware shall pass to Customer upon delivery to carrier and, as the case may be, return to Supplier when the Zisson Hardware has been returned to Supplier.
      • The Customer must not copy, modify, reverse engineer, or misuse Zisson Products in any way not permitted under the Agreement.
      • The Customer should avoid actions that could damage, disable, or impair Zisson Products or interfere with other customers’ use of the services.
      • All Intellectual Property Rights in Zisson Products belong to Zisson or relevant third parties.
      • Zisson will provide setup services for Zisson Products within a reasonable time and will deliver telecommunication services within one month from the Agreement’s start or as agreed.
      • The Customer is responsible for acquiring necessary network and telecommunication connections and ensuring compatibility with Zisson Products.
      • Zisson will provide identifiers like phone numbers and IP addresses for agreed-upon purposes.
      • The Customer must designate Designated Users from Registered Users according to the Order Sheet.
      • 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
      • Zisson provides general remote support and consultation for the Customer’s use and setup of Zisson Products. Additional support services can be ordered at an extra cost.
    4. Changes to Zisson Products
      • Zisson may modify or discontinue Zisson Products at its discretion and will notify the Customer of necessary changes at least one week in advance.
      • 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
      • The Customer may provide Zisson with Customer Data for processing, which may include Personal Data.
      • A separate Data Processing Agreement will cover relevant data protection requirements.
    6. Customer Rights and Responsibilities
      • The person signing or otherwise accepting the Agreement represents that it has the authority to bind the organization indicated in the Order Sheet.
      • The Customer must maintain confidential and secure all identifiers, identifying codes, passwords and any other confidential information relating to the Zisson Products and the provision thereof and ensure that all Designated Users comply with the obligations set out herein. The Customer shall be responsible for all use of identifiers provided to it as well as the appropriate management of the identifiers and maintaining them confidential and secure.
      • The Customer must maintain confidentiality of identifiers and notify Zisson of any security threats.
      • The Customer may, to such extent as provided by the Agreement, decrease the number of licenses the Customer uses. The Customer is obliged to notify of such decreases to the Supplier. The decrease of licenses being used, to such extent as provided by the Agreement, shall be accounted for in the next month’s invoicing, provided that the Customer notifies about decreasing the number of licenses by the 15th of the preceding month.
      • The Customer is responsible for compliance with data protection and consumer protection laws when using Zisson Products for marketing.
    7. Registered Users
      • Registered Users can log in and use functionalities as permitted by Zisson.
      • The Zisson Products stores, collects and generates information concerning the Designated Users generated during the use of the Zisson Products (“Statistics”). The Statistics include, inter alia, statistics and statistical data as well as general information of the number of times the Designated User uses the service and logs in to it.
      • The Supplier shall have the right to exploit generalized and anonymized Customer Data for the purposes of providing Statistics.
      • Zisson can terminate or suspend Registered User accounts for misuse or inactivity.
    8. Fees and Payment
      • The Customer must pay fees according to Zisson’s current price list. Late payments may result in service suspension.
      • The fees shall be payable as of the calendar month during which the Zisson Product has commenced and in accordance with the invoices and payment instructions issued by Supplier.
      • The Customer has the right to request information from Supplier on how the fees payable for Telecommunication Services have been calculated and accrued by sending Supplier a request thereof within one (1) month from the receipt of the invoice relating to such fees.
      • Late payment interest for due but unpaid amounts shall be calculated in accordance with current Norwegian practices and regulations for this.
      • All fees and prices set out in the Supplier’s price list and applicable to this Agreement are exclusive of any value-added taxes, sales or use taxes and any other taxes or levies. The Customer shall be liable for any taxes and levies that may be imposed on the use or purchase of the Zisson Products.
      • Recurring fees (e.g. licenses) shall be fixed from the first invoice date of this Agreement for a minimum of 12 months unless otherwise stated in the Agreement. The recurring fees for any subsequent year shall be increased by the local inflation rate or a rate increase communicated by the Company, and the increased prices shall take effect as of the invoice following the increase.
      • In such case that the amount of the recurring fee (e.g. license fee) is less than 2 500 NOK per month, the Supplier shall have the right to invoice these recurring fees on a quarterly basis beforehand. In addition to this, the Supplier shall have the right to invoice for services invoiced on the basis of their use afterwards on a monthly basis or in three-month batches.
      • When credit is required to deliver the service, Zisson has the option to do a credit evaluation.
      • In case this Amendment has a credit limit, Zisson may require the customer the pay, deposit or otherwise provide a guarantee of the amount in a way acceptable to Zisson, or otherwise agreed.
    9. No Warranty
      • Supplier will try to keep Zisson Products running smoothly. However, there might be some technical issues or maintenance that can cause temporary interruptions. The Supplier has the right to change or stop any function of the Zisson Products, at any time, without liability to the Customer, unless prohibited by law.
      • Customer agrees that the Supplier does not have to maintain, support, upgrade, or update Zisson Products, or provide specific content. This rule will apply as much as the law allows.
      • Zisson Products are provided “as is.” Supplier does not guarantee the quality, fitness, or non-infringement of the products.
      • Supplier does not promise that Zisson Products will meet the Customer’s needs, expectations, or purposes, or that the products will be free from defects, errors, or interruptions.
    10. Limitation of Liability
      • Neither party is responsible for any indirect, special, or consequential damages from this agreement, including loss of profits, business interruptions, or related damages.
      • 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.
      • Supplier is not liable for issues caused by network connections, power supply problems, or problems related to third-party services or products.
      • 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 canceled services will be reimbursed. Payments for services already received before termination are not refundable.
      • 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.
      • Despite the above, neither party seeks to avoid liability for any situations where the law doesn’t allow it, such as intentional misconduct or gross negligence.
    11. Confidentiality
      • Both Parties must keep the other’s confidential information secret, except as required by law.
      • 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
      • The agreement’s length is stated in the Order Sheet. 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.
      • 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.
      • 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.
      • Supplier can end the agreement immediately if the Customer goes bankrupt, becomes insolvent, or starts proceedings that weaken its ability to pay.
      • After the agreement ends, the Customer must quickly return any rented Zisson hardware and any confidential information from Supplier.
      • Certain terms that should continue beyond the agreement’s end will remain in effect after the agreement expires or terminates.
    13. Miscellaneous
      • Governing Law and Dispute Resolution: This agreement is under Norway’s laws. If there are disagreements, both parties will try to resolve them through talks for 30 days.
      • 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 subprocessors if asked.
      • Force Majeure: If a party can’t fulfill its duties due to events beyond its control, like labor 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.
      • 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.
      • Amendments: Supplier can change the agreement or appendices, including fees, with one month’s written notice. If the Customer doesn’t agree with the change, they can end the agreement by notifying Supplier at least two weeks before the change takes effect.
      • 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.
      • 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.
      • Severability: If any part of the agreement is illegal or unenforceable, the rest of the agreement remains valid.
      • The Agreement is governed by Norwegian law.