- Definitions
1.1 “Software” means the SaaS application(s) provided by Norscom to Client as specified in the applicable Order Form.
1.2 “Consulting Services” means any professional services including but not limited to implementation, configuration, training, and advisory services as detailed in an applicable SOW.
1.3 “Order Form” means a document specifying the software, services, and fees, executed by both parties.
1.4 “Subscription Term” means the period during which Client is granted access to the Software.
1.5 “Confidential Information” means any non-public information disclosed under this Agreement.
- Scope of Agreement
2.1 Norscom shall deliver SaaS software and consulting services as specified in applicable Order Forms and Statements of Work (“SOW”).
2.2 This Agreement governs the overall relationship between the parties. Individual services and fees will be defined in separate Order Forms and/or SOWs.
- Fees
3.1 The Client shall pay Norscom the Fees specified in the applicable Order Form or Statement of Work for the SaaS, Support Services, and/or Consultancy Services.
3.2 All Order Forms are non-cancellable, and unless otherwise stated in this Agreement, all Fees are non-refundable.
3.3 For software subscriptions, the Fees are payable annually in advance unless otherwise specified in the Order Form. The first payment is due on the Commencement Date, with subsequent annual payments due on the same date each year unless the Agreement is terminated.
3.4 If the Client fails to pay an invoice by its due date, the unpaid amount shall accrue interest at the rate of one percent (1%) per month, starting from the due date until full payment is received.
3.5 Invoices for the Fees are payable within thirty (30) calendar days from the invoice date unless otherwise agreed in the Order Form or Statement of Work.
- Grant of License / Access Rights
4.1 Norscom grants Client a non-exclusive, non-transferable right to access and use the Software during the Subscription Term.
4.2 Client may use the Software solely for internal business purposes.
4.3 Restrictions: Client shall not (a) sublicense, resell, or distribute the Software, (b) reverse-engineer, or (c) access the Software for the purpose of building a competitive product.
- Consulting Services
5.1 Norscom shall deliver Consulting Services as described in the applicable SOW.
5.2 Timeliness are indicative except as expressly stated otherwise.
5.3 Consulting Services will be billed separately, and fees will be outlined in the corresponding Order Form.
5.4 Client acknowledges that Consulting Services are independent from Software access and may incur additional costs.
- Order Forms and Statements of Work (SOW)
6.1 Each Order Form or SOW shall specify the software, consulting services, fees, and deliverables.
6.2 Order Forms and SOWs are incorporated into this Agreement by reference.
6.3 In the event of a conflict between this Agreement and an Order Form, the Order Form shall govern with respect to that engagement.
- Term and Termination
7.1 This Agreement begins on the Effective Date and continues for a period of 60 months from the commencement date. Upon expiration, the Agreement shall automatically renew for additional 12-month periods unless either party provides written notice of non-renewal at least 90 days prior to the end of the then-current term.
7.2 Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days.
7.3 Upon termination, Client’s access to the Software will cease, and all unpaid fees become immediately due.
- Client Obligations
8.1 Client shall provide Norscom with timely access to relevant data, personnel, and systems necessary for the provision of services, including ensuring adequate network access and cooperation from its employees.
8.2 Client is responsible for ensuring its users comply with this Agreement and all applicable laws while using the Software.
8.3 Client shall notify Norscom promptly of any unauthorized use or breach of its account or access credentials.
8.4 Failure by the Client to fulfill these obligations may result in delays, damages or additional fees, for which Norscom will not be held responsible.
- Intellectual Property Rights
9.1 Norscom retains all rights, title, and interest in the Software, any updates, enhancements, and deliverables produced as part of Consulting Services, including all associated intellectual property rights.
9.2 Client retains ownership of all data provided by Client and processed by the Software, including any intellectual property or proprietary information contained in that data.
9.3 This Agreement does not transfer any intellectual property rights from one party to the other, except as expressly stated herein.
9.4 Client shall not remove or modify any proprietary markings or legends on the Software or associated materials.
- Confidentiality
10.1 Each party shall protect the other’s Confidential Information using the same degree of care that it uses to protect its own Confidential Information, but no less than reasonable care.
10.2 Confidential Information may only be disclosed to employees, agents, or subcontractors who need to know it for the purposes of this Agreement and are bound by confidentiality obligations.
10.3 Confidentiality obligations shall survive termination of this Agreement for a period of 5 years.
10.4 Confidential Information does not include information that (a) is publicly available through no fault of the receiving party, (b) was lawfully known to the receiving party before disclosure, (c) is disclosed to the receiving party by a third party without restriction, or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
- Data Security and Privacy
11.1 Norscom shall implement and maintain appropriate administrative, physical, and technical safeguards to protect Client data from unauthorized access, use, or disclosure.
11.2 Norscom will notify Client without undue delay in the event of a data breach affecting Client data.
11.3 Norscom will process Client data only in accordance with the terms of this Agreement and any applicable data processing agreements, which may be attached as an addendum. By default, Norscom does not process any personal data on behalf of the Client unless the Client chooses to configure the design of the SaaS solution in such a way that it involves the processing of personal data. In such cases, it is the Client’s sole responsibility to ensure that a valid data processing agreement (DPA) is executed with Norscom prior to any such processing. Norscom shall bear no responsibility for any personal data processing carried out by the Client in the absence of a duly executed DPA
- Service Levels and Support
12.1 Norscom shall use commercially reasonable efforts to ensure Software availability of 99.95% uptime per quarter.
12.2 Support services shall be provided during the following hours of operation: Monday through Friday, from 9:00 AM to 5:00 PM Central European Time, excluding weekends and public holidays. Any support requests submitted outside of these designated hours will be delivered on best effort
- Warranties and Disclaimers
13.1 Norscom warrants that the Consulting Services will be performed with reasonable skill, care, and in accordance with industry standards.
13.2 Norscom does not warrant that the Software will be error-free, uninterrupted, or meet all of Client’s specific requirements.
13.3 Norscom disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
13.4 The warranties provided herein are contingent upon the Client’s proper use of the Software and adherence to any guidelines or recommendations provided by the Norscom.
- Limitation of Liability
14.1 Norscom’s aggregate liability under this Agreement shall not exceed the total fees paid by Client in the 12 months preceding the claim.
14.2 Norscom shall not be liable for indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, lost or denial of opportunity, loss of business reputation, damage to credit rating, lost data, or business interruptions, even if advised of the possibility of such damages.
14.3 The limitations in this section apply to all claims, whether arising in contract, tort (including negligence), or otherwise, except: (i) in the event of fraud or gross negligence, and (ii) to the extent prohibited by applicable law
- Indemnification
15.1 Each party agrees to indemnify, defend, and hold harmless the other party and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, or liabilities arising out of (a) a breach of this Agreement, or (b) the infringement of any intellectual property rights by the indemnifying party’s deliverables or actions.
15.2 The indemnified party shall promptly notify the indemnifying party of any such claim and provide reasonable assistance at the indemnifying party’s expense in defending the claim.
15.3 The indemnifying party shall have sole control over the defense and settlement of the claim, provided that no settlement shall impose any obligations on the indemnified party without its prior written consent.
15.4 If the SaaS is found to infringe a third party’s intellectual property rights, Norscom may, at its discretion: Modify the SaaS to avoid infringement, Obtain a license for the Client to continue using the SaaS, Terminate the Agreement and refund any unused, prepaid Fees on a prorated basis
- Force Majeure
16.1 Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, acts of God, war, terrorism, labor disputes, government actions, or interruptions in utilities or communications.
16.2 If a force majeure event continues for more than 60 days, either party may terminate this Agreement upon written notice to the other party.
- Governing Law and Dispute Resolution
17.1 This Agreement shall be governed by the laws of The Netherlands
17.2 Any disputes shall be resolved through arbitration in The Netherlands.
17.3 Good Faith Negotiations: Before initiating legal proceedings, the Parties shall first attempt to resolve disputes through good-faith negotiations. Each Party shall notify the other in writing of the dispute, providing sufficient details, and the Parties shall engage in discussions within ten (10) business days of such notice.
17.4 Mediation: If the Parties cannot resolve the dispute through negotiations within thirty (30) calendar days, they may mutually agree to submit the dispute to mediation. The mediation shall be conducted by a mutually agreed mediator, with costs shared equally between the Parties. Mediation proceedings and any related materials shall be confidential and inadmissible in any subsequent litigation, except as required by law.
- General Provisions
18.1 Entire Agreement: This Agreement, including all attached Order Forms and SOWs, constitutes the entire understanding between the parties and supersedes all prior agreements or representations.
18.2 Amendments: This Agreement may only be amended in writing signed by authorized representatives of both parties.
18.3 Notices: Notices under this Agreement shall be delivered in writing to the addresses specified above, via certified mail, courier, or email (with confirmation of receipt).
18.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
18.5 Assignment: Neither party may assign this Agreement without the prior written consent of the other party